Infinite Responsibility
by ScorpinokXV
Summary: Power can corrupt even the purest of hearts, and the noblest of intentions. Will this also hold true for a certain Wall-Crawler, or will he rise to the challenge that fate, and destiny has forged for him?
1. Chapter 1

_**Disclaimer: I don't own Spider-Man. Spider-Man, and all related Marvel characters are owned by Marvel Entertainment.**_

 _ **Chapter 1 - Battle-lines  
**_

 _ **Deep Space - Past the Andromeda Nebula**_

A lone figure sits on an ancient stone step leading up to a vacant stone throne with fire-pits on either side. He looks about the sanctuary where he, and other heroes from Earth recently battled a mad Titan for the fate of their Universe. All around he can see evidence of the titanic fight, and where his own destiny took a drastic turn. White eye lenses narrow to look out beyond the borders of the Sanctuary out into the depths of space that surrounds the ancient temple. _"How did this happen...I was just a small part of a larger force, and here I am a billion miles from home with this souvenir on my hand that I got from Mr. Purple Puss, Thanos himself."_ Peter frowns under his mask, and stares down at the golden gauntlet with six glowing gems embedded into it. The glow from the gems becomes brighter now that Spider-Man's focus is on them, almost like they are pleading to him to be used.

Peter closes his brown eyes behind his mask, and remembers how he came into possession of the Infinity Gauntlet. _"Everything was going according to plan, and we had the added bonus of Nebula of all people planting the seeds of uncertainty in Thanos' mind...making him doubt himself, and then..."_

 _ **Flashback - Three Hours Ago**_

A statuesque woman, six feet 1 inches tall with long black hair, and blue skin currently has the Mad Titan Thanos in a stranglehold with one hand. She is wearing a purple, and blue skin tight costume, with dark blue boots. Nebula is smiling up at Thanos, with her other hand resting on the Infinity Gauntlet disrupting the possibility of Thanos retaliating against her. Thanos is sneering down at Nebula, who has a knowing smirk on her face.

"What's the matter, dear Grandfather? Can't you will me out of existence with this?" Nebula glances over at the Gauntlet for a moment, and then quickly returns her attention back to a struggling Thanos. The assembled Superheroes of Earth, and beyond watch on, looking for some opening to retrieve the Infinity Gauntlet before the Space Pirate Nebula can take it from Thanos. Nebula smirks over at the heroes, and laughs haughtily. "You cowards were too busy trying to avoid being killed...this...creature set his own Grandchild ablaze, and left me for dead!" Nebula uses more of her strength to squeeze down harder on Thanos' windpipe. "I will see him die a thousand deaths before I'm finished, but then I will send him to a place where he will be alone...all alone and he will never be with his sweet Death again!" Thanos' eyes start glowing an angry red, and Nebula can feel him trying to use the Infinity gems to destroy her.

"Good! You're fighting back...I don't want to spoil the sweet taste of my revenge by beating a weak opponent!" Nebula bluffs to Thanos, but the beads of sweat rolling down her forehead have Thanos smiling down at his alleged Granddaughter. "Nebula...you're getting weaker, and it is only a matter of time until I break you, and toss your remains out in the vacuum of space. I am not unreasonable...I will make your death swift, unlike in our previous encounter." Nebula's will over the Infinity Gems is waning, and the self appointed leader of the allied heroes, Adam Warlock sees the tide of their battle turning in Thanos' favor.

Warlock has gold colored skin, and short blond hair. He is wearing a black, and red skin tight costume with a high yellow collar with a long red cape. His pupiless white eyes stare out at the gathered heroes with a serious look. "The time to strike will be soon! Hulk, Drax, Thor, and Surfer! You will strike them first...hit them with everything you've got! Doctor Strange! I want you to use your strongest binding spell on them when I give the signal! The rest of you...be ready for a chance to remove the Gauntlet from Thanos' hand!"

Hulk grins, and rubs his large green hands together. "As long as I get to smash him, I don't care what you others do. I'm going to show him who the strongest really is!" Spider-Man is standing right next to the Hulk, with She-Hulk on his left. Peter watches as the Silver Surfer flies over to the two combatants for the Gauntlet, with the others following suit and bringing the fight to Nebula, and Thanos. Peter stares at the large bust of Thanos' head right next to the fighting pair. _"That is one butt-ugly statue! I'm doing the Universe a big favor by tearing down the thing!"_ Peter thought to himself, and shot two web-lines over to the bust, and saw that they connected. Peter uses his spider-strength to heave the large stone bust off the stone wall, and changes its direction to impact the two Titans.

Both Nebula, and Thanos will the Reality Gem on the Gauntlet to make the large stone bust of Thanos' head to disappear before it hits either of them. The Silver Surfer shoots out powerful bursts of energy from his hands at the two, but a force field is erected over their forms preventing the blast from hitting their targets. Hulk, She-Hulk, Thor, and Drax begin pounding away on the force-field barrier with their fists, and Thor throws Mjölnir with all his might at the barrier, and his hammer glows with mystic energies before hitting the force-field, with it having no effect and bouncing off of it.

"This is getting us nowhere! We might as well be firing spitballs at them for all the good we're doing!" Eric Masterson under the guise of the Mighty Thor says in frustration.

"IMPERIUS REX!" The loud battle-cry of the Sub-Mariner echoes through the sanctuary, and the others back away as Namor unleashes attack after attack on the force-field. "What are you stopping for?! Keep up the attack!"

A round circular shield with a patriotic red, white, and blue motif is spinning off toward the barrier, and hits it with a loud *Twang* sound to return shortly after to the Star Spangled Avenger, Captain America. "Namor's right! Keep pouring it on, team! They can't keep this barrier up forever!" Another former herald of Galactus, Firelord sends cosmic fire raining down on the shield, with the Avenger known as Quasar sending quantum energy from his quantum bands on his wrists to join Firelord's attack.

Two of the X-Men, Wolverine and Cyclops join in the fight with Cyclops firing a powerful red colored optic blast from his eyes, and Wolverine trying to claw his way through the barrier with his razor sharp adamantium claws. "This sucks! These claws are suppose ta be able to cut through anything...*grrrrr!*...So much for that happenin'!" Wolverine growls loudly when he sees the cocky smirk from Thanos, even as Nebula still has him in a choke-hold.

"Don't attack it individually...on my mark...hit it with everything you've got!" Captain America states to the other heroes, who nod back in his direction.

 _"What do I do? I don't belong here with these heavy hitters...if I try to attack, I might get in the way at a crucial point."_ Peter feels a chill in the air, and it goes all the way down to his spine. He turns his head, and gasps at seeing Death herself standing behind him with her dark hooded cloak on. Peter can see that she has an expectant look on her face as she looks down into Peter's brown eyes through his mask. "Ummm...hi? We're kinda busy trying to stop your boyfriend from wiping out everything in existence...and that would definitely put you out of business permanently. No life, means no death after all." Death points a bony index finger out at the force-field barrier, and then down at Spider-Man.

Peter looks over at the barrier with his costumed arms folded over his chest. "Yeah, I'd like to mix it up, and get in there, but look at the energy the others are throwing at the shield! I'd be roasted spider on a stick if I got in the middle of that!" Death points over at the barrier again, and Peter shrugs his shoulders, and stares at it again. "Wait...I see it! A tear is beginning to form in the shield! The two are having a mental battle for the gems as well as a physical one...it must be taking its toll on them! I've got to get over there, and tell my friends to focus their attacks on that spot! Thanks for the tip! You're a classy lady, Death!" Peter leaps high in the air, and flips several times to land over in the midst of his superhero allies.

"Hey! What the?! Watch where your landin', Web-Head!" A Small man wearing nothing but a brown loin cloth said in surprise. "Sorry, didn't see you there, Pip ol' buddy!" Peter said to the small Troll named Pip in a placating manner, and rubbing the back of his masked head with his right hand.

Pip huffs, and blows out a nasty smelling grey cloud of nicotine from his cigar at Spidey, who coughs and waves a gloved hand in front of his face. Peter decides to ignore Pip's irritable stare in his direction, and looks around the battlefield until he finds his target. Peter uses his spider agility in combination with his spider-sense to flip, weave, and duck out of the way of the many attacks being used against the force-field dome over the two villains.

Peter lands next to Captain America, who is catching his shield before throwing it again at the force-field. "Hey, Cap! I've got the scoop on how to bring that force-field dome down to get at the baddies inside!" Cap turns his head with a serious expression at Spider-Man. "What do you have for us, Spider-Man?" Cap asks, and then catches his circular shield one-handed without looking.

Peter points to a section of the shield with a gloved finger. "The shield's weak-point is there! I can see it fluctuating as the attacks from the others increase in intensity. Everyone needs to focus on that section of the shield with their attacks." Cap smiles at Spider-Man, and nods.

"Good work, Soldier!" Cap said to Spider-Man, and threw his shield at the spot on the force-field he mentioned. "Listen up, people! Spider-Man found the shield's weakness! Aim your attacks at the spot where I just attacked!" Everyone nodded at the order, and soon the shield was buckling under the combined assault of the army of superheroes. The force-field finally fell, and Nebula decided to just rip the Gauntlet from Thanos' hand. She then tossed away Thanos like old trash, and stares longingly at the Gauntlet with the Infinity Gems.

"They're mine! All mine! The Universe will be my plaything!" Nebula is about to put on the gauntlet, when a sticky web-like substance snags the side of the gauntlet, and pulls it out of her hand. "NOOO!" Nebula, and Warlock make a mad dash for the gauntlet, and Nebula kicks Warlock in the side of his ribs causing him to stop while Nebula catches up to the gauntlet being dragged along the stone floor by Spider-Man.

A green colored concussive blast frees the gauntlet from Peter's webbing, and sends the golden gauntlet rolling away from Nebula. Nebula grits her teeth, and sees that the blast was fired by none other than Victor Von Doom. Doom uses his bionic armor to fly over to where the gauntlet is, only to be blocked by Spider-Man pointing his web-shooters at Doom.

"Sorry, Doc! You've been a bad boy this year, so the only thing in your stockings gonna be a big lump of coal!" Doom glances at the other heroes approaching, and clicks a button on the glove of his armor. A large swirling portal opens up in the Sanctuary, and hundreds of Doom look a likes march out of the tunnel in space. "Doombots! Doom is using them as a distraction so that he can get the Gauntlet!" Cap shouts to his team, and uses his circular shield like a battering ram to destroy some of the Doombots. "Clear a path through the Doombots, and secure that Gauntlet!" Cap throws his shield, and takes the heads off of ten more Doombots.

Doom lands down on the stone floor, and narrows his eyes at Spider-Man. "Stand aside, Arachnid. Power such as this belongs in the hands of Doom, and only Doom!" Doom pushes his long green cape to the side, and takes a small metallic box from his hip. Doom tosses it at Thanos who recovered enough to rush to retrieve the Gauntlet. The metallic box lands next to Thanos' feet, and encases him in a dome of energy. "You shall not deny me, mortal! I will kill all that exist to be with my one true love! Watch me, Death my love! The head of this cretin will lie at your feet along with all living beings everywhere! No one will be safe from Death's sweet release!" Thanos let loose cosmic energy blasts on the energy sphere around him, only for it to increase in intensity. "What is this?! Why does this energy prison not fall to my might?" Thanos continuously punches the energy prison, and it still has no effect.

Doom chuckles at Thanos' failed attempts at freeing himself, and folds his bionic arms over his armored chest. "All of your efforts are in vain, Titan! You are powering your own prison...my device at your feet creates an energy that will absorb all cosmic, and kinetic energy you use against it. This device also prevents you from teleporting to your techno-mystical transport chair." Doom presses a button on his belt. "You are an obstacle in my path that will now be removed. If you'll excuse me...Godhood awaits!" Thanos notices that parts of his body are disappearing, and he curses Doom under his breath until he sees his past creation Terraxia stealthily approaching Doom from behind. Terraxia grabs Doom, and receives a large dose of electricity delivered directly into her nervous system thanks to Doom's bionic armor.

Doom sneers down at the twitching form of Terraxia. "Fool! Do you think me defenseless?!"

 _"Now, while Doom's distracted...gotta get to the Gauntlet before one of these whack-jobs gets a chance to destroy the Universe with it!"_ Peter reasons in his head, and begins to slowly make his way to the glowing gauntlet on the stone floor twenty feet from his location. Before Spider-Man can get very far, he is ratted out by an angry Thanos who is still slowly disappearing inside the energy field. "NOOO! STAY AWAY FROM THAT! I PROMISED DEATH THAT I WILL DESTROY THIS UNIVERSE!" Peter glares over at Thanos, and then his spider-sense warns him of danger. Peter somersaults out of the way of Doom's energy blasts, and makes a dash for the Gauntlet.

Several Doombots start blocking his path to the Gauntlet, and fire their weapons at him. Spider-Man punches a Doombot in the jaw causing his head to pop off, and land ten feet away. Peter grabs the Doombot's body, and throws it into the other Doombots as hard as he can with the results being more destroyed Doombots. Peter gasps when a returning Nebula grabs the Gauntlet with a mad gleam in her blue eyes. "Now, you will all bow to me!"

"No, we shall not!" Adam Warlock shouts, and has a hand on the Gauntlet alongside Nebula. Peter watches this, and starts scratching his masked head. _"How did the fate of the Universe get reduced to a game of tug of war?"_ Peter stares at Warlock, and Nebula trying to yank the Gauntlet out of the others grasp. "Give me the Gauntlet...it's mine!" Nebula bellows to a frowning Warlock.

"Your heart is as black as the one you claim is your Grandfather, Nebula! As long as I breathe, you will not possess this power!"

"Neither of you will possess that which rightfully belongs to Doom!" Doctor Doom sends concussive blasts from his armored hands, and scores direct hits to both Warlock, and Nebula. The Infinity Gauntlet is sent into the air from the force of the attack, and Spider-Man puts up his hands to catch the gauntlet before it hits the ground. Doom fires a energy blast at Peter that hits him in the upper back, and throws off his balance causing him to miss-time his catch, and accidentally ends up donning the Infinity Gauntlet over his gloved hand. The power of the six infinity gems flows from the gauntlet through Peter's entire being. It starts to overwhelm him, and he staggers forward.

 _"No...I didn't want this! Power...such power! Too much...it's too...much! *huff* Remember...*hack*...remember what...power with...responsibility...with great power, comes...great responsibility!"_ Peter's breathing slowly starts evening out, and he stops hyperventilating. Peter then raises his masked head to stop crouching down on his hands and knees. Spider-Man slowly begins to stand up at his full height again. All of the other heroes, and the three villains have looks of shock on their faces with Captain America slowly approaching Spider-Man.

Peter looks down at the gauntlet on his hand, and tries to play it off with the other heroes. "Hey...Cap! Old butterfingers missed catching this thing, and I guess this is the result." Peter chuckles nervously when some of the heroes get into battle stances, and train their weapons at him. Cap holds out a red gloved hand, and stares at Peter with a solemn expression.

"Okay, Son...you don't need this power...just take off the Gauntlet, and we can all go home." Peter is puzzled by their reactions to him having the gauntlet, and scratches the back of his head causing all the heroes to jump back for some reason. _"What the?! Why are they reacting like this...I haven't even used the power of the gems for anything, and they start acting like I'm going to toss them into the sun or something."_ Peter narrows his white eye lenses when Doctor Doom goes to join the group of heroes, and not one of them reacts to this. _"Get your scorecards, get your scorecards! Can't tell the players without a scorecard!...So, Doom can join the superheroes club just like that after blasting yours truly in the back, but as soon as I get these items of power everyone dog-piles on me like I'm the villain!"_

Peter starts to put his arms up in the air to show that he doesn't mean anybody harm, but one of the heroes number misinterprets this as a threatening gesture. "The Web-Spinner means to keep the Gauntlet, and moves to attack us! Namor the First will not be caught unaware! The battle is now joined, traitor!" Namor angrily shouts to Spider-Man flying at top speed to attack a shocked Peter Parker. "Subby! What are you doing...it's me...your friendly neighborhood Spider-Man just with a new accessory!" The Power gem on the Gauntlet starts to glow as the Sub-Mariner continues his relentless assault on Spider-Man. Namor rains down punch after powerful punch on Spider-Man who doesn't retaliate, and only moves his arms to block the Sub-Mariner's attacks in order to defend himself.

"Fight me back you coward! Use your newfound power! It would be the only thing to save you from my wrath!"

Other heroes start joining Namor in attacking Spider-Man, with Captain America trying to convince them that Spider-Man isn't attacking them. "Stop! Spider-Man wasn't attacking us! He's only defending himself...stop attacking him!" There were a few heroes who stood by Cap's side while the others fought Peter. She-Hulk shook her head at her cousin the Hulk when he begins to leave Cap's group to go to attack Spider-Man. "Bruce...he's annoying sometimes, but he'd never use that thing to hurt anyone of us."

"I don't trust anyone, Jen...and I don't care who's wearing the gauntlet. I'll prove that there's only one strongest in this universe, and that's me!" Hulk smirks, and rushes head long into the battle with Spider-Man. Cap looks at the assembled group, and sighs at how small it has become with all the others now attacking Spider-Man alongside Doom, and Namor.

Cap dons a serious look on his features, and addresses the remaining heroes. "We've got to stop our people before they force Spider-Man to do something he will regret later! Come on team! AVENGERS ASSEMBLE!" Captain America holds up his circular shield in the air, and gets affirmative yells from the other heroes. Namor, and the heroes who started attacking Spider-Man hear the battle-cry from Cap, and believe that reinforcements are on the way. They are proved wrong when Cap, and the others begin to fight with the other heroes.

Peter shakes his head, and stares blankly at the war going on between the assembled heroes over his fate. _"This is wrong...all wrong! Heroes shouldn't be fighting each other like this...they should be fighting the bad guys!"_ Peter stood there deep in thought with his gloved hand resting on his chin. _"Still...It took some of those guys a few seconds to start attacking me outright, while I didn't lift a finger against them. I didn't think heroes like them would buy into old Jonah Jameson's smear campaign against me in the Daily Bugle. I've got to stop this before someone gets hurt!"_ The purple space gem on the Infinity Gauntlet starts glowing in response to Peter's wish, and all of the fighting heroes, Doctor Doom, and Thanos are transported with a thought back to their own home-worlds.

The only people still there at the Sanctuary are Peter, the unconscious form of Terraxia, and Nebula screaming at the top of her lungs, and pounding her fists into the stone floor.

"It was in my grasp...immortality, the power to shape the Universe to suit my desires...all of it...GONE!" Nebula looks up from her position kneeling on the stone floor at Spider-Man with insanity in her eyes. "YOU TOOK IT ALL AWAY!" Nebula yells, and takes a large serrated blade from her hip pocket, and leaps at Spider-Man with insane glee. The green gem on the Infinity Gauntlet glows, and Peter says one world to Nebula. "Sleep." Nebula drops down hard onto the stone floor, and drops the knife out of her hand. Peter can hear her soft snores from his position, and walks over to her, and carries her in his arms bridal style. Peter walks over to Terraxia's spot on the stone floor, and places Nebula to lay right next to her.

Peter backs up with uneasy eyes behind his mask, and walks backwards to sit wearily on the stone steps leading to the throne at the top.

 _ **Flashback - End**_

 _"...and here we are. I've never felt the weight of the world more so than right now. Who could I give this thing to that won't end up using it for selfish reasons...heck, just a minute ago I was thinking about how great it would be to see Uncle Ben, and Gwen...then the Gauntlet started reacting, and I had to put myself in check. Uncle Ben wouldn't want me to use this to bring him back, but Gwen...Gwen didn't deserve to die like that! If...if only...NO! I can't play God! I'm just a man, a man that now has a huge responsibility to do what's right...not what's easiest!"_ The Infinity Gems on the Gauntlet stop glowing, and Peter breathes a sigh of relief. _"I-I could do good with this...not just stopping some mugging on the streets of New York, but helping people on a universal scale. Need to give this more thought...I can't just jump into things feet first, especially with these gems now responding to my thoughts at will."_ Peter feels a cold hand resting on his shoulder, and glances up to see Death staring down at him with a knowing look. "This was your plan all along, huh? Why do you want me to have this?!" Peter receives no answer from Death, and she turns to walk back into the Sanctuary.

"Great...the strong, silent type. Just what I need. Now, what about you two? We've got a female version of Thanos, which isn't freaky at all, and Thanos' Granddaughter who wants to fillet me with her large steak knife! Typical Parker Luck *sigh*." Peter gripes to himself, and walks over to both women, and lifts them effortlessly on his shoulders. "Well, we don't want to keep Death waiting...or do we? Nah. Let's go play some Twister with Death, ladies!" Peter quips out loud to himself to try to lighten his mood, and walks up the stone steps to follow Death to the inner chambers of the Sanctuary.

 _ **Chapter 1 Complete! Thanks for reading, and let me know what you thought of the chapter in a review! :) I hope to see you in chapter 2 of 'Infinite Responsibility'! :D**_


	2. Chapter 2

_**Disclaimer: I don't own Spider-Man. Spider-Man, and all related Marvel characters are owned by Marvel Entertainment.**_

 _ **Chapter 2 - Reality Bites**_

 _ **Thanos' Former Sanctuary - Deep Space**_

Spider-Man with his alien cargo on both of his shoulders suddenly stops when Death abruptly turns to walk down a long corridor inside the Sanctuary with a row of lit torches on each side of the stone walls. "Where exactly are you leading me, Death? I kind of have a full plate on my hands at the moment, and I really just want to take some time to figure things out." Peter watches as Death shakes her head, and motions him to keep following her. Peter sighs heavily, and adjusts Nebula and Terraxia on his shoulders before continuing down the corridor that Death is walking down.

They soon come to the end of the corridor, and enter a large room with ancient statues of alien beings all around in different areas of the room. There is a space in the middle of the room where a circular pool of dark water is visible, and Death strides over to it, and stands next to it. She then looks over at Peter standing not far from her location, and waves him over with a bony hand.

Peter crouches down, and places the two women on his shoulders gently on the stone floor. Peter then stand back up, but then rubs his masked chin in thought. _"I don't feel comfortable with leaving these two like this without some kind of restraints on them so they don't hurt themselves, or more likely try to turn me into spider cutlets when my back is turned..."_ The yellow infinity gem on Spider-Man's gauntlet starts glowing in response to Peter's wish, and he is surprised to see high tech restraints appearing to lock in place around Nebula, and Terraxia with a cascading energy field being formed, and powered by the restraints.

Peter steps back in slight shock, and then stares down at the yellow gem on the gauntlet. _"Whoa! I was just going to web them up, but this is a way better solution! I'd save a fortune on web-fluid if all I have to do is think of restraining the bad guys, and this happens!"_ Peter grins slightly underneath his mask, but then shakes his head to clear out those thoughts. _"Okay, Parker! Settle down! The science geek in me wants to examine those restraints, but I've got to focus! Death is looking over at me...I'd better go and see what she wants."_ Peter takes one final look at his handiwork, and then turns to walk over to the waiting form of Death near the circular pool.

Death points her right hand down to the pool of dark water, and Peter looks down curiously to see the water swirling quickly around in a circle within the stone barrier. Soon, an image starts to form within the water's surface, and familiar voices to Peter are heard within the large room. Peter narrows his white eye lenses on his mask, and quickly recognizes the place that is shown on the surface of the dark water. "Hey, I know this place! That's the inside of Avengers mansion, and it looks like everyone made it back to Earth okay!" Peter takes a moment to breathe a sigh of relief. "When the purple gem started glowing on the gauntlet, I worried that they would end up with Thanos on Titan or something. It's good to see them all back home...hey look! The Fantastic Four's with them, and they don't look too happy to be sharing a room with ol' Doc Doom."

 _ **What Spider-Man, and Death See In The Pool**_

"Gather whatever meager forces that you can, Captain. I will not stand here to wait any longer than necessary! Who knows what that fool will use the gems for!" Doctor Doom states with some urgency in his normally confident voice. The gathered heroes are all checking their equipment, and some are using med-kits to treat their wounds from their previous battle with Thanos. They are all inside the Avengers meeting area with a large circular table in place in the middle of the room with a large letter 'A' printed on the surface. Some of the Avengers members are sitting in the chairs surrounding the table, and drinking coffee that their butler Jarvis had prepared after being teleported back to the Mansion.

"What's tha matter, Doc? Got to get your chrome-dome waxed or somethin'?" Doom turns his head, and narrows his vision on the orange rock-skinned powerhouse of the Fantastic Four, the blue-eyed Thing. Doom raises his right arm, and points his bionic armored index finger at the Thing. "Do not address Doom so casually, you miserable abomination! This meeting concerns ramifications to the universe at large that are too complex for your kindergarten level intellect." Doom smirks behind his metal face mask, when Thing growls loudly, and grits his teeth in anger.

"That's it! It's time for some serious clobberin'!" The Hulk, She-Hulk, and Drax move quickly to hold Thing back from making good on his promise. "Lemme go, Mr. Green Jeans! This is between me, and metal face over there!" Ben Grimm snarls out, and struggles in the titanic grip of the two Hulks, and Drax the Destroyer.

"If it were up to me, I'd say go for it...but I don't think Wing-head would appreciate you turning Avengers Mansion into a landfill after going a couple of rounds with Doom." Thing isn't listening, and tries using more of his strength to overpower his old rival. Hulk stares over at Captain America with an uninterested look, and even raises his other large green hand to stifle a yawn from his mouth.

"Should I knock him out? You know he isn't going to stop until he gets to Doom." Cap takes on a thinking pose, and is considering the Hulk's idea until another member of the Fantastic Four, Sue Richards decides to break up their stalemate with an invisible force-field. The Invisible Woman uses her mental control over the force-field to separate the Hulks, and Drax from Ben. Then she quickly surrounds the Thing with a circular force-field earning a large pout from Ben Grimm.

"Aw! Come on, Suzie! I waz just gonna bend old fender-face a little, and maybe introduce him to a friendly game O' kick the tin can!" Thing is holding out his rock like arms, and pushing against the invisible force-field with his strength to get out of the dome. Sue Richards gives a stern look over at Ben, and he gives her a kicked puppy dog look back at her.

Sue huffs, and then has a small smile on her face looking over at the Thing. "What am I going to do with you, Ben? Honestly, between you and Johnny I don't know who acts more immature. If I let you out of the force-field do you promise you'll behave?" Ben sneers over at Doom, but then looks over to Sue with a sincere face.

"You don't have to worry bout a thing, Suzie-Q! Old blue-eyed Benjamin's gonna be on his best behavior! Heh-heh-heh." Sue nods her head at Ben, and releases the invisible force-field around the Thing. "Thanks a bunch...I waz gettin' a little claustrophobic in there!" Ben looks around to see the Fantastic Four's leader the rubber stretching Mr. Fantastic whispering something to Iron Man in the corner of the room. The other heroes catch this exchange as well, and Johnny Storm aka. The Human Torch is the first one to call them out on their secret meeting.

"Is there anything that you'd like to clue us into as well, Reed...Shell-Head?" Johnny Storm shouts over to the two while juggling small fireballs in his hands. Reed, and Iron Man are surprised that they were caught, and thought that Ben's distraction would be enough to keep the others occupied while they talked. Reed smiles uneasily at Johnny, and puts up his hands to stretch them out.

"Nothing to worry about, Johnny. I assure you that we were merely speaking about what possible measures we would need to secure Spider-Man, if he does pose a threat in the future." Reed says to Johnny in a placating tone of voice. Doom walks over to the meeting room's table, and slams a bionic armored fist down on top of it. Several cups of coffee that are resting on the table are spilled with She-Hulk laughing at Starfox, who had his hot coffee spilled on his lap in the crotch area.

"You are wasting Doom's time, and this gathering of fools knows not the dangers of the Arachnid using the Infinity Gems! His bleeding heart histrionics will cause the downfall of entire star systems! If you are not taking this threat seriously, then I weep for the future of this Universe." Doom states sardonically to the group of heroes, and then presses a button on his belt. "Doom doesn't require the services of buffoons. I shall end the threat of the Wall-Crawler...then I will claim what is rightfully mine!" Doom's body begins to glow, and then he disappears from the Avengers meeting room.

Cap regards where Doom once stood, and runs a red gloved hand over his face in frustration. "Now we have another wildcard out there besides Thanos who wants the Gauntlet for themselves. This is turning into a disaster." Cap walks over to the meeting room table, and places his hands on its flat surface with his arms spread out, and a serious look on his face to the assembled heroes. "I want some answers, especially from you Namor! Why did most of you attack, Spider-Man? He didn't threaten us, and the most he did was defend himself from an attack. Give me a straight answer, or you can turn over your Avengers I.D. Cards now, and leave!" Cap said, and stood up with his arms crossed over the white star on his chest.

Hulk walks forward, and meets Cap's stare with one of his own. "Don't trust him, never did. Now that he's got this power, I'll show him and everyone else that the Hulk's the strongest there is!" Cap shakes his cowled head at Hulk, and looks out to the other heroes who decided to fight against Spider-Man.

"What about the rest of you? Surely you don't believe what Jameson prints in the rag of a newspaper? Spider-Man is a true hero, and he wouldn't hesitate to help anyone of us if we asked...even if we didn't, I have no doubt that Spider-Man would be there if we needed him!" Thing clamps a large rocky hand on Cap's shoulder, and glowers over at the other group of heroes.

"Da Flag-Man's right! None of you know tha real Spidey, but the FF's tha one that's the closest to 'im! He'd give ya the costume offa his webby backside if you needed it! Glad I wasn't there in space with ya, I'd have given you a massive clobberin' for tryin' ta hurt my little pal!" The other heroes simmer silently at Ben's words, but another fist hits the meeting table with authority belonging to the ruler of Atlantis, the Sub-Mariner.

"Hear me now, Ben Grimm...the Sub-Mariner does not have to justify his actions! I care not if Spider-Man is a former ally, I will do whatever it takes to ensure that my underwater kingdom survives! We cannot entrust the safety of our Universe to this man, or any one man! He will be corrupted by the gems power, and then you will see that Namor was in the right!" Namor turns on his heels, and storms out of the Meeting room destroying the automatic door in his haste to leave. Several of the other heroes give Captain America a look of uncertainty as they place their Avengers I.D. Cards on the table, and leave quietly afterwards.

Cap stares with disbelieving eyes at the backs of the leaving former Avengers members, and falls back into one of the meeting room chairs with a gloved fist clenched in front of him. "I can't believe that they would throw away all the years we worked together as a team just like that! What happened to giving people the benefit of the doubt, and believing and trusting in your friends?!" Cap rubs his temples with a gloved hand to try staving off a headache. Cap feels a slender, but strong hand on his shoulder, and glances up into the jade green eyes of the She-Hulk.

"What am I, chopped spinach? Not everyone decided to take their ball, and go home Cap!" She-Hulk motions with a dramatic pose at the heroes behind her that stayed. Cap looks over his shoulder, and sees The Fantastic Four members, Thor, Sersi the Eternal, Spider-Woman, Dr. Strange, Iron Man, Captain Marvel, Tigra, Falcon, Hercules, Vision, Scarlet Witch, Black Panther, Jocasta (Formerly the bride of Ultron), Squirrel Girl, and the most surprising member of their group: The Sandman.

Cap stares intently at Sandman as if waiting for an explanation. Sandman shrugs his shoulders, and look away coughing into his hand in slight embarrassment. "What?! Me, and Webs had our fights and the like, but he's a genuine good guy! I know how corny that sounds, come on...yuck it up at the new guy's expense!" Sandman waits for the laughter that never came, and he glances around the room getting nods from the other heroes.

"I think that we all feel the same in this room, Sandman. Now, we need to make some plans to counter Doom's ambitions, and whatever plan that Thanos is making against Spider-Man..." Cap trails off, and the others sit down around the conference meeting table, and start discussing possible strategies.

The images in the dark pool cease, and a silent Spider-Man is gazing down at the Gauntlet on his hand. Peter makes a fist with the hand, and all of the Infinity Gems start glowing. "This...this is all my fault! None of this would have happened if I didn't have this thing on my hand!" Peter puts his other red gloved hand over his masked face with a painful look in his brown eyes. "So many of the Avengers just up and quit on Cap just because I've got this Gauntlet!" Peter leers down at the gems, and reaches over with his other hand to remove the gauntlet, but stops hesitantly. _"Wait...that's what they want! Guys like Subby, Doc Doom, Thanos, and the rest of the ones who don't believe in me!"_ Peter clenches his other gloved fist, and it starts shaking slightly. _"I've always had people that thought I was a menace like Jameson, but there are an equal amount of people that trust me, people that I wouldn't have guessed in a million years. She-Hulk...I thought she hated my guts, and Sandman! Sandman, the guy who made me ingest most of Coney Island's beach has my back! Just hearing that from a former enemy gives me the warm fuzzies!"_ Peter chuckles out-loud to himself, and the gems start glowing brighter on the Gauntlet.

 _"I'm starting to feel better about this mess I've gotten myself in. Was that Death's intention? To show me these events to help me get over my self doubt? Well, whether or not she meant to do it, it worked. Nice to know I've got friends still, and that Ben with the FF are..."_ Peter stops his train of thought, and his eyes go wide in realization behind his mask. "That's it! The perfect way to start off with using the Gauntlet!" Peter smiles, and nods over at Death. "Thanks for another assist, Death. Not sure if you wanted to help, but thanks just the same!" Peter looks over the Gauntlet with a scrutinizing gaze. "Now, which one was it? Yep! You're the one, alright! Just gotta close my eyes, and concentrate." Spider-Man slowly lowers himself to sit in the lotus position on the stone floor of the room, and closes his eyes in concentration. The green Infinity Gem starts glowing brightly, and Peter can feel his mind reaching out for the individual he's looking for. _"There he is! Now, to make contact."_

 _ **Avengers Mansion - Avengers Conference Room**_

The Thing is seated down with the other heroes around the conference table leaning on it with his rocky elbow on the table, with his large hand resting under his chin. _"Sheesh! These Egg-head's sure are takin' their sweet time comin' up with a plan o' action. It's gettin' harder to keep my baby blues open..."_ Thing's upper body starts slumping forward on the table, until he is surprised when another voice chimes in his head.

 _"Hey, Ben! Guess who?"_ "Who..whhaaa..what? Holy Cannolis!" The half asleep/half awake Ben shouts out, getting the attention of the other heroes in the room.

"Are you okay, Ben?" Sue Richards asks the Thing with a worried look on her face.

"Huh? Oh Yeah, Suzie! Just catchin' a few Z's before we head out. Hey! Don't look at me like that! Beauty like this takes a lot of catnaps, alright?" Several of the heroes chuckle, and Sue lets out a small sigh, and returns to their discussions regarding Doom, and Thanos.

 _"Sorry about that, Ben...didn't mean to startle you."_ Ben hears what can only be the voice of Spider-Man in his head, and he could make out soft chuckling from the spider-powered hero.

Thing frowns slightly, and huffs out-loud. _"Hrrrrmm. That's gotta be you, Webs. You takin' that costumed jewlery for a test spin or somethin'? The others're gettin' ready to track down Rustpot, and Prune-face...any reason you're dialing the psychic hotline with yours truly?"_ Peter chuckles through their mental connection, and his physical self shakes his head with a mirthful smile under his mask.

 _"That's why we get along so well, Ben...you know when to joke around, and when it's time to get serious. Yeah...at first, this power scared me, heck I'm still afraid of it a little...but I'm getting over my fear and you with the others who believed in me are a big reason for getting my confidence back. So, I was thinking: Which of my friends can I help out first with this thing? Then it hit me! Ben, I can make it so that you can change back from being the Thing to Ben Grimm at will...like the She-Hulk can!"_ Things baby blue eyes widen, and his breathing and heartbeat start increasing with excitement.

 _Y-You mean I don't haveta give up bein' a hero, and I could change back n' forth like Green Bean can?!"_ Peter can hear the inner voice in Ben's head choking out the sentence with emotion etched in every word.

 _Exactly, Big Guy! So, what do you say? Do you want me to do it...I mean...the decision is entirely yours, Ben. I wouldn't even make the attempt without your approval, hope you know that."_ Peter said with sincerety to the Thing through their mental link. There is silence afterwards, and Peter is starting to wonder if he made a mistake with his choice. Then Peter hears hearty laughter from Ben through their link.

 _Alla this time, Stretcho's been puttin' me through test after test to come up with a cure. Time, and time again the Egg-head's failed, and now I got the chance to have somethin' that I've wanted for 'a long, long time! Only hang-up I got is that I gotta get an all new set a' clothes. At least Suzie'll be happy taking the idol of millions out on a whirlwind shoppin' excursion! Let er' rip, Spidey!"_

Peter nods his physical head in the Sanctuary, and begins to concentrate harder on the yellow reality gem on the Gauntlet. The glow from the gem increases, and Death comes from her location next to the pool to stare at Peter with an unreadable look in her eyes.

 _ **Back at the Avengers Mansion with the Thing**_

 _"I-I can feel som_ _ _e_ thin', Webs! Somethins' changin' inside a me! I-It's workin'!" _Ben's physical body begins to glow with a yellow light, and all of the other heroes quickly jump out of their chairs in panic for their friend. "Ben! Ben! What's happening to you?!" Johnny Storm shouts, and begins to rush over to him, but is quickly restrained by Mr. Fantastic, who narrows his eyes at the energy surrounding the Thing. "W-What are you doing, Reed?! Ben needs help!" The Torch shouts in Reed's face, getting him to frown, and shake his head at Johnny Storm.

"No, Johnny! Everyone! Don't touch Ben! That energy is from one of the Infinity Gems!" Everyone except Ben gasps when they hear this. The group of heroes wait anxiously for the yellow energy to disperse, and it finally does with Ben staring down at his hands with a large smile on his face.

The others rush over to Ben in worry, with Captain America placing a gloved hand cautiously on Thing's broad shoulder. "Ben, can you hear me? Are you alright?" Ben lifts his head, and looks at everyone's faces, and they are surprised to see Ben's eyes with streams of tears running down his rocky cheeks.

"You asked me if I was alright, Cap?" Thing's body begins to glow with cosmic rays, and his form starts shrinking, and his skin changes from rocky orange back to regular skin color, and hair grows on the top of his head. The change completes, and all the heroes release a shocked gasp when they see that Ben Grimm is human again. Ben stares at his human hands, and then holds them over his eyes in an emotional moment. "A-Alla you see it now, right? I-It ain't just a dream...Ben Grimm is human! Human! Ha-ha-ha! Thank you, Spidey! I owe ya more n' I can possibly repay!"

Ben then tries willing the change to turn back to the Thing, and everyone assembled sees him changing from his human form, to the Thing again. Thing wipes the tears from his eyes, and looks away from everyone. "How embarrassin'! Old blue-eyed Benjy's never gonna live this down...blubberin' like a baby in front a all you other hero-types! Sheesh!" Ben receives a big hug from Susan Richards, and all of the other heroes starts congratulating him, with the Thing getting even more embarrassed, and rubbing the back of head with a rocky hand.

The only one that didn't join in was pacing back, and forth on the other side of the room, and rubbing his chin in silent thought. "Reed! Why are you over there brooding? Come over, and join us!" Susan Richards admonishes her husband, with Reed changing his expression quickly to hide his thoughts. "O-Of course, darling. I was just lost in thought." Reed said to his wife, and then joined the others.

 **Thanos' Former Sanctuary - Deep Space**

Peter is still sitting on the stone floor in the lotus position with his eyes closed, and the biggest smile on his face under his mask. The gems on his Gauntlet all glow, and begin flashing their light throughout the large room. Peter opens his brown eyes suddenly, and grins. "What should I do next?"

 _ **Chapter 2 Complete! Thanks for all of the awesome feedback for the first chapter! It really motivates me to get new ones out faster. Thanks for all the faves, and follows too. :) Let me know what you thought of the chapter in a review! :) I hope to see you in chapter 3 of 'Infinite Responsibility'! :D 3**_


	3. Chapter 3

_**Disclaimer: I don't own Spider-Man. Spider-Man, and all related Marvel characters are owned by Marvel Entertainment.**_

 _ **Chapter 3 - Breaking The Limits**_

 _ **Thanos' Former Sanctuary - Deep Space**_

Peter is walking back through the long ancient stone corridor, and soon sees the light generated by the surrounding stars in the space surrounding the sanctuary. Peter left both Nebula, and Terraxia back in the large inner sanctum with Death, who didn't choose to accompany him this time. Peter breathes in a deep breath, and smacks the sides of his masked cheeks with his gloved hands. _"Wow...that was...wow! What a great feeling! Helping Ben like that...what do I do now, though? I've got to be cautious. When Thanos messed around with the Universe like it was his birthright, he rustled the feathers of some powerful cosmic entities. I recognized some of them, Galactus being one. I get why he was concerned though...can't have a monster like Thanos interfering with his Happy Meals by destroying the Universe."_ Peter shakes his head to clear a stray thought from his mind. Peter is on alert when all of the Infinity Gems on his gauntlet start giving off intense light as if warning Peter of a threat.

Peter quickly turns around, and he narrows his eyes under the white eye lenses of his mask. He watches as a large dark shadow appears, and starts to take a form. Peter's eyes widen when he starts to recognize the unexpected visitor as the cosmic extraterrestrial being known as Uatu, The Watcher, He has no hair on his head, and is standing at 15 feet in height wearing his long white toga with an equally long blue cape with a high collar. There is a blue cloth that is wrapped around his body from the left side of his waist to over his right shoulder. He has pupiless white eyes that are bearing down on Spider-Man with an unknowing gaze. Peter is unnerved by Uatu's silent treatment, and decides to speak to him, and find out why he's shown himself.

"Hey, Uatu! Long time no see. I can take a guess what brought you all the way out here from your base on the dark side of Earth's moon. This, right?" Spider-Man holds up his hand with the Infinity Gauntlet, and the gems are still giving off their iridescent light. Uatu looks down at Peter, and raises his head back up to look out at something in distant space for a moment. He then returns his attention back to Peter, and sighs with a worried look on his features.

"Greetings, Spider-Man. I apologize for my abrupt appearance, but I have little time to warn the new Bearer of Infinity of the dangers that will soon be upon you." There was urgency laced in every word Uatu spoke to Peter, and he is getting slightly nervous. Uatu turns to his side, and behind his blue cape, Death was standing there right behind him. "Death! Why are you..." Uatu frowns, and then turns his head quickly to stare intently at Peter. "No! He will not be corrupted as the others before him. I have witnessed the lives of his counterparts throughout the multiverse, and this Spider-Man will pass the trials where others have failed!"

Uatu walks with purpose over to Peter, and then points to the Infinity Gauntlet on his hand. "Spider-Man...Peter, please listen to my words. You are about to begin a path that no other before you has traveled without losing their way to the power. There will be others that wish to manipulate you, seduce you with physical pleasure, overwhelm your senses to accomplish their own twisted goals. You must not succumb to their machinations, Peter Parker." Uatu glances back at Death, and narrows his white eyes. "Our time is short. They will be here soon." Uatu turns his head back around, and looks down at Spider-Man with a small smile. "I put my trust in you, Peter. I will be watching." Uatu said as his form slowly disappears from sight.

Peter stares at the spot where Uatu vanished, and scratches the back of his masked head. "Thanks for coming, Uatu...and dropping a gamma bomb explosion of a warning right on my front doorstep." Peter says sarcastically before shaking his head. "Now I'm going to get more visitors of the unfriendly variety, and I haven't even cleaned the place up yet." Peter quips out-loud to himself, and then starts rubbing his masked chin with his gloved hand in thought. _"It's time to use the Gauntlet more proactively, and roll out the old welcome mat for my uninvited guests."_ Peter starts concentrating on all of the Infinity Gems at once, and the light emitted by them causes the whole sanctuary to be encased in shimmering light. Thanos' former sanctuary is transformed into a large interstellar star-ship that is shaped like the spider emblem on the back of his costume. It's size is equal to that of Earth's moon, and the design is sleek with a bright silver metallic hull with a light blue glow showing around the whole ship indicating a force-field being generated for protection.

Peter is in the command bridge of his star-ship sitting in a chair with holographic screens popping up all around him giving him data on all of the ships systems, and status updates. Terraxia, and Nebula are in the ship's brig, and Death is in the far corner of the command bridge like she is waiting for something to happen. Peter smiles at his work, and looks around at his surroundings. "I blame that Star Trek marathon I had the other night for this." Peter shakes his head, and then looks at one of the holo screens intently. "Soo...where are these guys going to pop up?" The Infinity Gems flash their luminous light on his gauntlet, and Peter uses the mind gem to make a telepathic sweep of the area outside of his ship. _"Aha! There they are! Whoa...these are some major players. Oh...they're the same ones that fought Thanos, and somebody must've rang the dinner bell, because Galactus is there with them."_

Peter presses a button on one of the holo-screens to be able to have his voice heard outside his ship in space. _**"Olly, olly, oxen free! You can come out now...I know you're there!"**_

The cloak that made the cosmic beings invisible to detection drops, and Peter utilizes the mind gem to determine their identities. _"The virtually omnipotent entity known as Eternity alongside his 'sister' Infinity."_ The gems on Peter's gauntlet glow brighter when he thinks of her name. _"The enigmatic cosmic being called The Stranger, Master Order aka. Big floating head of a bald guy...Lord Chaos- other big floating head of a bald guy, and my favorite world-eater and yours: Galactus rounding out today's surprise guests! I don't have to scan their thoughts to tell what they're after. Thanks, Uatu for the heads up!"_ Peter ends his introspective thoughts, and returns his attention to the cosmic entities outside the ship.

 _ **"I can feel some of you trying a combined psionic attack on my mind. I'm looking at you Stranger, Lord Chaos, and Galactus! Don't try it again, or I'm going to switch my title from 'Friendly Neighborhood' to 'Very pissed off' Spider-Man. Ever have a sentient world try to eat you, Galactus? Wanna find out what that's like? Try turning my brain to oatmeal again, and you'll see up close."**_ Peter rubs his temples with a gloved hand, and takes a deep breath to calm his nerves. Peter composes himself, and continues to address the beings outside the ship.

 _ **"You all want me to take off the Gauntlet so you can send it to the far reaches of wherever. I get it...this power I have scares the cosmic crab-cakes out of you. It still makes me nervous, but making sure that this power isn't abused is not a responsibility that I can shirk off. I've seen what having too much power can do to good men...turning them into something they weren't meant to be. I've got friends, and family that have taught me the meaning of great power, and what it should always be used for. If you want to try taking the Gauntlet from me, be my guest...but how long until someone evil gets their hands on the gems again? It could be Thanos, Doctor Doom, Loki, or any of the above. The point is: I won't let them get the gems as long as I draw breath. The lives of the people I care for the most are at stake, and I won't let them down!"**_ Peter stares intently at the ship's view-screen showing the cosmic beings who are now deliberating with each other. Meanwhile, the Infinity Gems continue to glow in response to Peter's willpower, and Death watches it all with the faintest smile on her face.

The colossal form of Eternity with billions of stars, and galaxies beyond measure composing his form turns to look at his sister Infinity, who is equally gigantic in scale. **"The Spider is the Nexus. It is not permitted for the Spider to also possess Infinity. What say you, Sister?"** Infinity's red eyes stare over at her brother Eternity, and she raises a dark garbed hand to stroke her chin in thought. **"The Web is still intact. I had not foreseen this eventuality occurring. I have listened to the Spider, and his words hold true. The Spider holds Infinity in his hand, but does not grasp it tightly. He holds it with the utmost care. I do not object to the Spider. What of you, Lord Chaos and Master Order?"**

The two cosmic beings are discussing this among themselves, and they finally stop to address Infinity. Both Lord Chaos, and Master Order speak together as one entity. **"Order, and Chaos follow the Spider throughout time. This event can stop the Calamity to come. Order, and Chaos will continue. The Spider is true. We will watch the Spider's progress with great interest."** All of the other cosmic entities look to the World Devourer for his say in the matter.

Galactus waves his gauntlet covered hand in space with a dismissive air. **"Galactus cares not for this Spider. The power he possesses is too vast, too universal to be in the hands of a mere mortal. Galactus stands with Eternity. The Spider must be stripped of Infinity."** Galactus' square pupils saw out of the corner of his eye Infinity giving him a look of disapproval before her face turned back to a neutral gaze. **"You are the last, Stranger. Should the Spider keep Infinity, or no?"** The Stranger scoffs at Galactus which earns him a glare from the World Devourer.

 **"Humans are ruled by their emotions instead of cold logic. I have researched, and studied them. A young race. Primitive beyond most races in the Multiverse, but there is a spark within them. The fire to be more than they are. To grow as a species, and reach their peak and beyond. This Spider intrigues me! To think that a mortal such as he wishes to undertake the trials...astounding! I shall also monitor the Spider's progress. He may possess Infinity...for now."** The Stranger said to his fellow cosmic beings with his large arms folded in front of his chest. Eternity nods his head, and Order with Chaos do the same. Infinity looks happy with the results, and Galactus frowns over at her.

 **"Let it be known that Galactus was against this course of action, but I shall concede to the will of all."** Galactus states with finality in his words, and lifts his hand up. A gigantic circular shaped starship drops out of hyperspace, and slows to a stop in front of Galactus. A Large hatchway opens on the ship, and a flying woman emerges from it. This is Frankie Raye also known as Nova, Herald to Galactus. A trail of yellow, and red stellar fire is left in her wake as she flies directly in front of Galactus' field of vision. Nova's skin is coated with cosmic energy, and stellar fire. Her hair especially looks like it is ablaze. Nova gives a cheeky grin to Galactus, and puts her hands on her shapely hips. "You haven't rung the supper bell in a while, and I was worried you'd gone on a diet. Trust me on this, Gallie...you'll never catch the eye of that cosmic whatever-you-call-it if you're skin and bones! Is it even female? Hard to tell with all those scales..." Galactus raises his hand quickly to silence his chatty Herald, and clears his throat when the other cosmic beings are looking at him strangely.

 **"I have another task for you, my Herald. When you are not finding worlds to satiate my hunger, you are to travel with the new bearer of Infinity. He is also from Earth...known to you as Spider-Man."** A loud squeal is heard coming from Nova, and she flies barrel rolls in space with excitement, and has a big smile on her face.

"Oh, wow! I always wanted to meet Spider-Man in person! Johnny used to say that he was annoying, and a pest...but he can't be that bad, right?" Galactus creates a force-field bubble around his overexcited Herald to stop her from continuing her barrel-rolling in front of him.

 **"Enough, my Nova! Your task begins now. I will signal you before the great hunger is upon me. Until then, you will monitor him and if he proves himself unworthy of wielding Infinity...you are to contact me immediately!"** Nova winks saucily at Galactus, and gives him a salute.

"Will do, but I think Spidey will surprise you. He wasn't known as the most powerful hero on my world, but I heard he's earned the respect of some pretty powerful heroes like Thor. This will be a lot of fun! Thanks, Boss!" Nova's stellar fire burns brighter, and she flies at top speed over to Spider-Man's Interstellar Star-ship.

Galactus, and the other cosmic beings all turn to stare at Spider-Man's star-ship, and Galactus starts to speak directly to Spider-Man in the ship.

 **"Hear me, Bearer of Infinity. The will of all has decided to allow you to keep Infinity, for now. You will be tested, and the Trial of the Tribunal will soon be upon you. Until such time, my Herald Nova shall be accompanying you on this path. Let no harm befall her, or you will know Galactus' unending wrath!** Galactus' voice echoes through space, and he then flies over to his gigantic space vessel to enter through the open hatchway. The hatch closes behind Galactus, and the colossal spacecraft vanishes into hyperspace shortly afterwards. The other cosmic entities begin to depart as well, with Eternity blending in with the space around him, and Chaos with Order vanishing in a flash of light. The Stranger creates a high tech tracking device out of thin air, and smirks over at the star-ship knowingly.

 **"Now, it begins."** Stranger said cryptically, and releases the high tech device that flies quickly over to the Spaceship, and attaches to its hull. The Stranger chuckles to himself, and teleports away. Infinity lingers behind, and caresses her shoulders as she gazes forlornly towards the spaceship.

 **"The trials will test you like none have ever before, but I know that you will overcome them...you have to."** Infinity's body begins to vanish, until only her red eyes are visible and they slowly disappear into space.

 _ **Inside Spider-Man's Interstellar Star-ship  
**_

 _"Well...that could've gone a lot worse. What was that Galactus called me...Bearer of Infinity? Wonder what that means? Maybe I should have peeked inside their heads to...No! I never liked it when Professor X used his psychic power to rummage through my head, so I'm not about to start doing it. Nova...that name sounds familiar...yeah! Johnny mentioned her once, and how 'hot' she was. Flame power puns...they never get old."_ Peter chuckles to himself in his Captain's chair, when he feels through his connection to the Infinity Gems that Nova is trying to get through the force-field. Peter wills the Gems to let her pass through, and presses a button on the holo-screen to his right to open one of the ship's hatches to the outside.

Two minutes later the flaming form of Nova flies into the command bridge, and she lands softly on her feet in front of Peter. Death turns around, and fades into the shadows next to the exit of the bridge after Nova arrives. Nova stands straight with her feet close together, and her hip cocked to the right with one slender hand resting there, and the other one giving Spider-Man a salute.

"First Officer, Frankie Raye aka. The Numero Uno Herald of the Munchie Man-Galactus reporting for duty!"

 _ **Author's Note: Time to answer your reviews from chapter 2:**_

 _ **viftech: Thanks for saying so. I hope you like this latest chapter as well. :)**_

 _ **Pedro52: Thanks! :D**_

 _ **Guest: Spidey thinks that Death is helping, but you never know with Death. She played someone as powerful as Thanos like a fiddle. You'll have to wait and see! ; ) This chapter should give you a good idea what most of the powerful cosmic beings feel towards Peter being the holder of the Gauntlet. Reed is always thinking twelve steps ahead, and it could be good, or bad news for Spidey. Yeah, Namor is an arrogant hot-head with issues, and Hulk's pride took a beating at Thanos' hand. Will he change his mind about Peter? Perhaps in time.**_

 _ **The pairing is unknown at this point, but I have left clues to several possibilities. A harem is a possibility. I probably put up a poll, or you can leave a review letting me know if you'd like a harem, and what Marvel women you'd like in it. :)**_

 _ **CrazeeistheBest: True, usually Spidey just gives up the power...like with Thor's hammer, or the Uni-Power instead of keeping it. Hope you like this latest chapter! :)**_

 _ **Dark Vizard447: Glad you liked the last chapter. Spidey still has friends in the superhero community besides the Avengers that stayed in the mansion. The ones who left may have a part to play in future chapters.**_

 _ **Guest: I'm happy you like my story, and don't worry no characters will be bashed. Namor is just a tempramental diva sometimes. lol :p**_

 _ **Plasma57: Thanks for reading! Hope you like this update. :)**_

 _ **guest Spider: Thanks. Yes, the Captain Marvel who sided with Cap is Carol Danvers. Death's motives are unclear at this point, but she seems to be aiding Peter...at least for the moment.**_

 _ **cabrera1234: Evil Reed? Not quite, but his stance on Peter using the gauntlet is unknown. He does have most of the Illuminati in the mansion, with only Namor and Black Bolt missing. The Illuminati always has their own agenda in the grand scheme of things. Stay tuned! :)**_

 _ **TDG3RD: Hahaha! :) Spidey laying the smack-down! Doom has yet to play his hand, and Spidey is currently out of reach for both Hulk, and Namor. They don't know when, or if Spidey will return to Earth, but they probably have a good idea that he will someday.**_

 _ **Spidey will have his hands full during the trials, and the gauntlet will play a major role in the outcome. I will have a poll up on my profile page of Marvel Women for a single pairing, or a harem option soon.**_

 _ **Harbinger Of Kaos: Thanks for reading, and I'm glad you like my story so far. :) Peter's usage of the gems at this point doesn't include time travel with the time gem, but with the Trials that the Cosmic Beings mentioned, it could happen in upcoming chapters. The Illuminati is very active at this point of time, and only Namor made his intentions clear. Reed, Tony, Stephen, T'Challa, and Black Bolt haven't revealed theirs...yet. The outcomes with Hulk, and Doom is a definite possibility...but there are always unknown factors that can mess things up. Stay tuned! ;D**_

 _ **zorro99: Thanks for reading. MJ, and Aunt May won't be entering into the story until much later. Right now, Peter's focus is keeping the Gauntlet out of the hands of Thanos, and other Intergalactic Terrors that could use the gems to wipe everyone from existence. They will appear though in the future. : )**_

 _ **Chapter 3 Complete! Thanks for reading, and let me know what you thought of the chapter in a review! :) I hope to see you in chapter 4 of 'Infinite Responsibility'! :D**_


	4. Chapter 4

_**Disclaimer: I don't own Spider-Man. Spider-Man, and all related Marvel characters are owned by Marvel Entertainment.**_

 _ **Chapter 4 - Universal Truths**_

 _ **Deep Space - On-Board Spider-Man's Interstellar Star-ship  
**_

Spider-Man takes quick glances at his new crew-mate from his captain's chair while he inputs in new coordinates into the ships computer system via his holo screens. She is currently flying around the command bridge with her arms folded behind her back, and her hands clasped together. Nova is looking at all of the tech with an appraising eye, and whistles loudly. "You did all this with a single thought? Impressive work, Spidey...can I call you Spidey? I can't believe that the Big Guy himself gave me this assignment...I mean, usually all I get from him is 'Nova, I hunger!'" Nova gives Spider-Man a pouty face, and starts rubbing her stomach with her left hand in circles. Peter chuckles lightly at Nova's impersonation of the World Devourer, and this puts a smile on Nova's face.

Peter looks back to the readout on the holo screen in front of him, and presses two buttons to finish setting their course with the ship's on-board computer now set to auto-pilot. Peter sits up out of the Captain's chair, and starts walking over to Nova. Nova flies down to the command bridge's floor, and walks up to Peter, and stops a few feet in front of him. Nova folds her slender arms in front of her waist, and shuffles her right foot around on the command bridge floor in a nervous way.

"Umm...even though you weren't given a choice in me being here, I hope we can become friends. I don't really have that many...because of...well..." Peter holds up his red gloved hand to stop Nova from continuing, and Nova stares down at the Gauntlet on his other hand where the green gem is glowing brightly. Peter's white eye lenses on his mask widen, and then he sighs deeply. "Sorry. The mind gem already showed me what you're talking about." Nova gasps at Peter, and puts her hands over her face in shame. "I didn't mean to read your thoughts like that. The gems don't come with an owner's manual, so I have to keep improving my mental focus, or things like this can happen." Peter said with embarrassment in his voice, and he scratches his masked cheek with his index finger on his right hand.

Nova slowly removes her hands from her face, and looks down in sadness. "All those worlds with people living on them, and I didn't care...I was numb to their suffering, until I met the Surfer. He didn't judge me, and we bonded. He became my first real friend since becoming a Herald. He helped me overcome my apathy, and to care about people again." Nova feels Peter staring at her, and rubs her hands together nervously. "Then I decided to guide Galactus to worlds that have no intelligent lifeforms. The Big Guy wasn't too happy at first, but the worlds I lead him to were bursting with elemental energies. He never brought the subject up again, so that's how things are. If you want to kick me off your ship...I-I wouldn't blame you." Peter rubs his chin with a gloved hand in mock thought, and Nova has a dejected look on her face staring at Peter waiting for the inevitable.

Peter surprises her, and rests his red gloved hand on her shoulder. "I can't imagine what that burden feels like, but you're working through it, and trying to be a better person. I respect that, and no...I'm not going to kick you off the ship." Peter gently lifts up Nova's chin to stare into the white eye lenses of his mask. "Chin up, First Officer! Allow this humble Captain to give you the guided tour of his vessel! You are now a proud crew member of the S.S. Arachnida on her maiden voyage to the far reaches of the wherever! Mi casa es su casa!" Spider-Man said to Nova with a flare of the dramatic with his arms out wide, and then he strikes a pose with his hands on his hips and head turned to the right side. Nova has a small smile on her face, and starts to giggle lightly until it turns into full blown laughter. Peter smiles in satisfaction under his mask at lightening her mood, and getting her to laugh.

 _"She has a nice laugh...man...those memories she had...it was like I was right there with her. Don't think about it, Parker! The gems respond to my thoughts...even a stray one could mean trouble, or something I do can have lasting effects on the Universe. If I brought those people back, then the life energy Galactus absorbed would leave him. He'd get ravenous, and seek out the energy he lost. Those worlds, and their people would die all over again."_ Peter's thoughts are interrupted when Nova waves a fiery hand in front of his face, getting him to move his masked head back with a startled jerking motion.

"Welcome back, Spidey ...thought I lost you there when the gems all started to sparkle with light. You weren't using them just now, were you?" Peter composed himself, and shakes his head from side to side. "No, just thinking to myself. The last time I used them was to create the ship." Peter shrugs his shoulders at Nova, and then turns around and walks over to the automatic door to leave the command bridge. Peter looks over his shoulder at Nova. "I'm going down to the ship's brig to check on Nebula, and Thanos' female doppelganger...you coming, First Officer Nova?"

Nova struts over to Peter, and slaps him playfully on the back. Peter feels the warmth of her slender hand lingering on his back, and chuckles nervously. "You're giving me the guided tour, remember? The First Officer's job is to keep her Captain out of trouble, and I heard from Johnny that trouble is your middle name." Peter grumbles under his breath, and stops himself from using the Infinity Gems to transport the Human Torch directly into the Negative Zone in time to join Blastaar for his yearly bath. Nova lets out a nervous giggle when Peter starts wringing his hands together in a mad scientist way.

 _"Oh...Its on, Matchstick! I don't need to use the gems to prank you...although it is VERY tempting."_ Peter shakes his head to clear those stray thoughts from his mind, and walks toward the automatic door that opens revealing an elevator to get to the lower levels of the ship. Peter walks into the elevator, with Nova entering shortly afterwards.

Peter presses a button next to the elevator door to go to the lower levels where the Ship's brig is located. Classical Music starts playing inside the elevator, and Peter starts humming to it, and Nova frowns at the choice of music with her hands covering her ears. Nova turns her head to talk to Peter, and her pupiless eyes widen at seeing him waving his arms around like a conductor at a Symphony. Nova chuckles at the sight, but doesn't remove her hands from her ears. _"Spidey's a bit different then I thought he'd be. He's got this adorkable personality that makes me feel at ease around him. Wish he had better taste in music..."_ Nova's thoughts trailed off, and she brought her attention to the automatic door now opening with Peter walking out to enter the level of the ship.

Nova starts flying to catch up with Spider-Man, and she floats next to him as they eventually reach an area with cells that have energy dampeners, and restraints built in to keep the prisoners from using any weapons, or escaping with their meta-human abilities. Peter walks in front of the two cells containing Nebula, and Terraxia with both women sneering in his direction. Nova narrows her eyes at them, and her stellar fire around her body burns with more intensity.

Peter concentrates on the Infinity Gems on his gauntlet, and they all start glowing in response to his thoughts. Two compartments open up inside the walls of the cells, and a tray with food, and water is ejected from within. The heat vapors from the warm meals waif in the air, and Peter sends another mental command to temporarily free both of the women from their restraints. Nebula rubs her sore wrists, and Terraxia stretches her arms over her head to get some of the kinks out.

"Good morning. How are my two favorite prisoners doing today? I let you loose from those restraints, because I thought you'd like some food..." Nebula roars in anger, and jumps at Spider-Man to reach through the bars to strangle him. Nebula receives a powerful electro-shock delivered to her body by the cell's automatic security safeguards. Nebula yells out in pain, and is thrown back from the feedback to fall limply on the cell floor. Terraxia snorts in disgust at Nebula, and then looks over at Peter with her arms folded over her breasts. "Where is my master Thanos, Insect?! That is his property that you are wearing, and I will rest it from your cold congealing corpse to return it to him!"

"N-No, you won't! You s-shouldn't even...exist! M-My _dear_ Grandfather...is truly depraved to create a female...version of himself to mate with!" Nebula ground out to Terraxia through the pain she is still experiencing from the electricity running through her nervous system. "Y-You are the result of his desperation when Death spurned his advances. He never loved you. Thanos is incapable of the emotion." Terraxia growls out a warning, and clenches her fists in anger at Nebula.

"You lie! Master created me for love! I am his only Mistress! You are not of Thanos' blood! You are weak, and pitiful! The Master will reward me when I bring him the gauntlet, and your head will join this pretenders on a pike in his throne room!"

Nebula scoffs at Terraxia, and sits up to begin to stand on her own with some effort. She starts to fall over, and needs to use the far wall to support herself, and stares down at her feet with frustration evident in her blue eyes. "Why should I listen to what you have to say? You are my Grandfather's deviant fantasy given form, and nothing more!" Nebula punctuated her words by hitting the wall of the cell that separated them with her fist causing a loud smacking sound to reverberate throughout the area. Peter rubs his temples with a gloved hand, and grumbles under his breath before taking a couple of deep breaths to calm himself. Nova flies over to the front of Nebula's cell, and lands a few feet away from the bars. "Nebula. Its been awhile. Remember when you scored a hit on me with a blast from the synchro cannon on your ship near Antaris V?" Nova glances at the cell bars, and then stares into Nebula's blue eyes with a smirk on her lips. "Payback's a bitch, ain't it?"

"What do we have here? The lackey of the _great_ Galactus is let off her collar, and barks in my direction. Did you run out of inhabited worlds to feed to his endless hunger, and decided to use this fool to hide you from the few surviving alien races that want you dead?" Nova staggers back a few steps like she had been physically struck by Nebula's words, and the Space Pirate grins maliciously at Nova's pained expression. Peter has had enough, and concentrates again on the Infinity gems. Both Nebula, and Terraxia are back inside their high tech restraints, and now have muzzles over their mouths. They both start murmuring loudly behind the muzzles, and make angry grunting noises trying to break their restraints.

"That will be enough of that, ladies...and I use the term 'ladies' loosely, because the vocabulary that you're both spewing out behind those muzzles would make a sailor faint. As my Aunt would say: 'If you can't say anything nice about someone, then don't say anything at all'." Nova sends Peter a grateful look, and walks back over to stand next to her Captain.

"What are you going to do with them anyway? I know of a cozy little penal colony on the planet Drexus, or maybe the Kyln would be a good fit for them? Its a little out of the way though...its located next to the galactic barrier known as the Crunch." Nebula's blue eyes widen at the mention of the Kyln. That prison is a death sentence. Inmates on Death Row only last for three days before they are terminated. Peter has a thoughtful look under his mask, and folds his arms over the spider emblem on his chest.

"I'm a complete novice when it comes to space faring, so any information, or advice you could give me would be a big help. Nebula's probably got a criminal record the length of the S.H.I.E.L.D. Helicarrier, and her trying to take over the Universe was a big No-No. A maximum security prison's the best place for her, but Terraxia...she didn't exist before Thanos created her with the Infinity gems." Peter furrows his brow, and the metaphorical gears in his mind are spinning at breakneck speeds. Nova glances down at Peter's gauntlet, and the gems are glowing in some type of pattern.

"Of course! Why did I realize this sooner? Terraxia was created to be what Thanos wanted, someone completely loyal to him that does his bidding with no freewill of her own. She never was given a choice between good, or evil...the choice was made for her by Thanos." The green mind gem is now glowing brighter than the other gems, and Peter grins over at Nova. "All I have to do is free her mind from Thanos' influence, and see what we're left with." Nova gives Peter a look of worry, and he chuckles lightly to try to dismiss her fears. "Don't worry, Nova. I'll keep the restraints on, just in case." Nova nods her head, and her hair made of stellar fire sways with the movement.

Peter closes his brown eyes, and concentrates on the mind gem to check on Terraxia's mind to see if Thanos tampered with it during her creation. Peter's telepathic astral form stares at the empty landscape inside Terraxia's mind, and the only thing Peter can see in this empty void is a stone Effigy of Thanos standing on the bleach white bones of every being in the entire Universe. The astral form of Peter frowns, and looks for anything else here...but sees nothing. _"She's almost a complete blank slate. The only thing that she lives for is...this!"_ Peter shakes his head in anger, and sadness. _"This is not living, or existing...this is just sad. Well...time for that to change. Get ready for a healthy does of freewill!"_ Back with Peter's physical body, the blue soul gem glows in combination with the mind gem in response to Peter's wishes.

 _"Hopes, dreams, freewill, a personality of her own that isn't centered around anyone other than herself."_ Peter's astral form watches with a smile on his face as Terraxia's mind-scape begins to change. The statue of Thanos starts to decay, and crumbles into dust. There are new corridors resembling a maze being formed within her mind-scape, and at the end of the maze is a fortress with high walls made of steel. _"I'm no expert on mind-scapes, but this one seems a little defensive to me. *sigh* Guess it can't be helped given how she came into existence. Now that Terraxia's got her own freewill, its my queue to leave. I hope I made the right choice doing this."_ Peter's astral form vanishes from Terraxia's mind-scape, and a shadow appears from within the maze.

 _"I feel alive! This is what freedom is? These thoughts are my own...truly mine! No one will shackle me again...I am free! Terraxia is free!"_ The maze within her mind-scape re-configured into a new shape, and the astral form of Terraxia smiled, and her black eyes dance with inner delight. _"Thank you, Peter Parker."_

Back outside of the psychic plane, Peter opens his eyes and smiles at his success underneath his mask. "Nova...it worked! I thought of Terraxia having freewill, and a mind of her own and I saw her mind-scape changing! That was...words can't describe the feeling of helping someone like this. Uncle Ben, I hope your watching over me, and that you're proud of how I'm using this power." Peter spoke the last part in a whisper, but Nova heard it, and has a serene smile looking over at Peter.

The touching moment is broken when the ship is shaken by shock-waves that cause the prisoner's meals to spill out onto their cell floors, and Nova flies off the floor before she can lose her balance. Peter uses his ability to stick to surfaces to keep his balance, and motions for Nova to follow him. "We've got to get back to the command bridge to see what's happening out there!" Nova nod her head, and flies into the elevator, and waits for Peter to get in. Peter quickly rushes inside, and presses the button to get to the command bridge of the ship.

The elevator's automatic doors open, and Spider-Man with Nova on his heels rush into the command bridge. Both crew-mates' eye widen when they see what is happening out in space.

"Am I seeing things, or is there a large Armada of Alien Star-ships exiting out of a huge wormhole right in front of us?" Nova shakes her head, and quickly runs over to a weapons console to check their status. "No...they're VERY real! That's a Kree fleet of ships, and it looks like their ready to start a war!" Peter sits in the Captain's chair, and starts tapping on the holo screens in front of him.

"Bringing up a 360 degree holographic view of the outside space around the ship!" Peter presses some buttons on the holo screen, and holo emitters above them shoot red beams of photonic light to display holographic images of the Kree Fleet exiting out of the wormhole, and another fleet of ships directly behind them. Nova curses loudly, and shouts over to Spider-Man. "SHIT! IT'S THE SKRULLS! GET US OUT OF HERE, SPIDEY!" The Kree star-ships start firing at them, and Peter wills the yellow reality gem to create an impenetrable force shield around their ship. The energy blasts from the Kree ships increase, and the Skrull Armada fires their energy weapons on their ships at the Kree fleet. Both groups of Warships take damage, and one of the Kree vessels is destroyed from concentrated weapons fire. The Kree Warships use the force shield on Peter's star-ship to re-direct their weapons fire, and score a direct hit on a large Skrull mother-ship. Peter's eyes widen when he sees that they are using his shield at a tool for war, and his brown eyes narrow in anger.

The orange time gem, and the purple space gem on his gauntlet flash in response to Peter's emotional state. "NO! YOU. WILL. STOP!" Nova's pupiless white eyes widen, and she stands there in awe from seeing both the Kree fleet, and the Skrull Armada frozen in time. The energy blasts from the Warships are equally frozen, and the only things not frozen are the people within Peter's star-ship. Nova turns around, and sees Peter with his gauntlet hand grasping his head. "I'm sending you back to your own worlds. Kree, Skrull...I don't care who, or what you are. You're taking lives in front of me, and using something I created to do your dirty work. Get out of my sight!" All of the Kree, and Skrull Warships vanish from space in purple flashes of light. Peter groans, and lowers the gauntlet from his face. He places his hand with the gauntlet down wearily onto the armrest on his Captain's chair. Nova has a look of concern directed at Peter as she flies over to check on him.

"Hey...that was pretty awesome, you know? Stopping them, and sending all those ships back where they came from! I know about the Kree, and Skrull...they've been fighting for centuries with no signs of stopping. I once took Gallie to feed on worlds from both the Kree, and Skrull empires, so I'm definitely not on their Christmas card lists. You doing okay, Tiger?" The name that Nova called him snaps Peter out of his daze, and he shakes his head.

"Why do I feel like someone used my brain as a basketball? *Uuuhhh* Anyone got a truckload of Aspirin handy?" Peter rubs his forehead over his mask, and chuckles nervously. "That was so much fun. Now I get why the Avengers, and Fantastic Four never accepted my invites to watch E.T. with me at my apartment." Peter joked to try lightening up the somber mood. Peter taps some buttons on his holo screen to activate the hyper-drive engines. "Time to get us out of this sector of space before they come back with bigger guns." Nova nods to Peter, and walks back over to take a seat next to the main control console of the bridge. The Hyper-drive engines activate, and the Arachnida propels forward at the speed of light, and disappears from the section of deep space.

 _ **Unknown Location - The Stranger's Citadel**_

Inside of the massive citadel, the Stranger views the events that took place on-board the Arachnida, and with the Kree and Skrull Armadas in space. Stranger smiles, and strokes the left side of his white mustache with his index finger. **"A small pebble in your path can still cause you to stumble, Bearer. Although, your move to the apex is not completely impossible. It is too early to tell, and you do entertain me so! To give a life to the lifeless, and a soul to the soulless...what possible outcome will there be for this action? I have seen multiple outcomes, but you! You hesitate to use Infinity to view all possible futures. This, even I have not foreseen!"** Stranger begins to laugh boisterously, and widens the image to show Nova inside the ship. **"Will you have a part to play, little Herald? The Web entwines, and grows ever larger."** Stranger smiles, and makes a fist with his right hand, and rests it under his chin with his elbow on his knee as he continues his observations of Peter, Nova, and the two prisoners in the ship's brig.

 _ **In The Dark Dimension**_

 **"Look, Sister. The minor cosmic fleas from Stephen Strange's dimension are either cringing in fright, or spying on the new Bearer of the Gems. Having someone so *uuurrrhhgg!*** _ **pure**_ **wielding them could spoil my plans to subjugate that dimension to my will!"** The dread Dormammu exclaims, and ends his spell to view the events with a wave of his flaming clawed hand. The Flames of the Faltine dispersed, and Dormammu turns his flaming head, and yellow eyes to his twin sister, who is sitting in a love seat in his throne room, and yawning in boredom.

 **"Are you still fawning over that silly little sorcerer, my Brother? Really...you have me toying with the idea that your interest in him is of a more personal nature."** Umar stretches her lithe body out like a cat on the love-seat, and gives a Cheshire grin to Dormammu with her green eyes dancing with mischief.

Dormammu waves a dark clawed hand dismissively at Umar, and turns his back to her with his hands clasped behind his back. **"Very droll, Sister. I am being serious...I can feel that ant Mephisto worming his way around this mortal turned Bearer. Mephisto acts on his own, and he manipulated the fool Thanos with honeyed words to keep him enamored with Death. It makes me want to crush him under my heel! I have laid claim to that dimension!"** Umar sits up on the love-seat, and snaps her fingers and a faceless grey creature comes with a circular tray with a full wine glass. Umar lifts the glass to her face, and sniffs the bouquet. She smiles with green lipstick on her full lips at the taste of the wine, and then waves her slender hand in a shooing motion. The faceless grey creature quickly scurries out of the Throne Room.

 **"Destroying Mephisto is simplicity itself, but what of the Bearer? Do you have a plan, dear brother? With the gems, he is more powerful than Eternity. The only beings that can challenge him are the Living Tribunal, and The One Above All."** Dormammu shivers at that name, and frowns as he paces in front of his throne.

Dormammu stops pacing suddenly, and smiles malevolently at his sister. **"I believe it is time to employ my favorite pawn to manipulate events in that dimension to my favor! HA-HA-HA! With this pawn, I will infiltrate their ranks, and send them to the Bearer! Join me, Sister! Together, we will rule both Dimensions and crush those who oppose our might!"** Umar pushes herself up off of the love-seat, and walks over to her brother with her long black dress hugging her curves as she walks.

 **"Very well, Brother. I will aid you in this endevour. Deal with Mephisto however you like, but leave the Bearer in my care."** Dormammu raises a non-existent eyebrow at his sister, until he saw her seductive smile, which looks more like a knowing smirk to Dormammu.

 **"You, and your need for toys. Fine, Sister...I almost pity the mortal for attracting your eye."** Dormammu's haunting laughter echoes inside the Throne Room, as he walks out of the room to make contact with his pawn. Dormammu missed his sister sneer at his back as he left, and she summoned a hand mirror with her magic, and took in her features with a smile. **"No mortal can resist Umar's charms."** Umar said mostly to herself as she walks with purpose out of the throne room. A shadow peers around the corner leading to the opposite entrance into Dormammu's Throne Room. The shadow takes the form of a woman who looks to be in her twenties with shoulder length white hair with curls at the ends. She is wearing a form fitting black outfit with a light purple top, and bottom in a swimsuit like fashion. The light purple top has pink colored shoulder pads on it, and the black spandex leotards have pink circular patterns on the legs. She is the renegade sorceress of the Dark Dimension, Clea!

Clea's blue eyes follow Umar until she finally leaves the throne room entirely. Clea is deep in thought as she uses her sorcery to create a dimensional portal to the Earth. _"Who is this Bearer? Umar, and Dormammu working together is trouble enough...if this man is as powerful as they say, then I have to warn Stephen about the danger, or all will be lost!"_ Clea takes one last look around, and quietly steps inside the portal with it closing afterwards. All is quiet in the throne room, until a small flicker of flame is seen above the throne that starts to grow in intensity. Dormammu's cackling laughter is heard within, until it slowly fades out of earshot with the flame of the Faltine vanishing from sight.

 _ **Author's Note: Thank you for all the reviews, follows, and favorites. Peter will get a harem. Who will be in it? Some have been alluded to, while others have yet to show in the story. I will put up a poll on my profile page sometime today for the number of Marvel women to have in the harem.**_

 _ **Update! : The new poll is now up on my profile page. You can vote for up to three choices. :)  
**_

 _ **I appreciate all of your suggestions that you've given for the harem choices. Keep them coming! : )**_

 _ **Chapter 4 Complete! Thanks for reading, and let me know what you thought of the chapter in a review! :) I hope to see you in chapter 5 of 'Infinite Responsibility'! :D**_


	5. Chapter 5

_**Disclaimer: I don't own Spider-Man. Spider-Man, and all related Marvel characters are owned by Marvel Entertainment.**_

 _ **Chapter 5 - Cleaning House**_

 _ **Deep Space - On-Board the Arachnia - On The Edge of the Shi-ar Empire**_

Peter is sitting down in his Captain's chair with the bottom half of his Spider-Man mask uncovered, and is speaking into a high-tech headset that he invented using the reality, and power gems on his gauntlet. Peter is also currently using the gems power to open a one way viewing sphere to check in on his favorite aunt.

"Hi, Aunt May. I'm sorry that I haven't called you in a while, but I've been really busy with work." Peter said through the headset with a sheepish smile, and rubs the back of his head nervously with his gauntlet hand. Peter gazes through the viewing sphere as the elderly woman is shaking her head while holding the phone's receiver to her right ear with a smile. "Really, Peter dear...there is nothing to apologize for. I know how much that awful man Mr. Jameson has you running around all willy-nilly taking pictures of Spider-Man." Peter chuckles lightly when she mentions his old boss, but winces when he sees that May makes a face of disapproval when she mentions Spider-Man's name.

"Couldn't agree more about old J.J.J., but Spidey's not such a bad guy...remember when he saved you, and a bunch of other people from Doctor Octopus?" Peter asks his Aunt in a hopeful voice. "Yes, I do. Doctor Octopus said that he was using us as bait to lure Spider-Man into a trap." Peter flinches back in his seat at the biting tone that May uses over their connection.

 _"Aunt May, I love you...but sometimes you can be so blind to the truth that's right in front of you. I mean, you almost married one of my rouges gallery in Doc Ock, and you wanted me to be his best man! Talk about your bad soap operas! *sigh* Get it together, Parker! Just gotta roll with the punches until Aunt May eventually sees the light."_ Peter breathes in deep, and puts on an uneasy smile. "I know that you don't like me taking pics of Spider-Man, and think that it's dangerous...but you've got to trust me that I know what I'm doing, Aunt May." Peter watches as May starts to pace back, and forth with her phone in hand.

"I do trust you Peter, but I can't help worrying." Aunt May sighs, and has her smile back on her face. "Let's change the subject, Peter dear. How are you and Mary Jane getting along? She's a much better choice for you than that dreadful Felicia Hardy." Peter resists the urge to face-palm with his gauntlet covered hand. _"Ouch! First, it's about my career...then it's my choice in women. Aunt May, you're killing me!"_

Peter bites his lower lip, and scratches his chin with his gloved index finger. "Aunt May... MJ, and I broke up two months ago." _"This is the conversation I've been dreading. I'd rather face every incarnation of the Sinister Six all at once than to disappoint Aunt May. I can't tell her we broke up, because MJ gave me an ultimatum to give up being Spider-Man. With Felicia, she loved Spider-Man but not Peter Parker, and with MJ it was the exact opposite. Why can't I find someone who will love me in, and out of my webby spandex costume?"_ Peter thought with a dejected look on his face.

"Have you tried talking to her Peter to find out why? You, and Mary Jane were so perfect together!" Aunt May states with a small frown on her face in the viewing sphere. _"I really don't want to have this conversation now of all times. I need something, anything to lend me a hand!"_ Peter doesn't notice the purple space gem on his gauntlet glowing until it's too late, and a light blue swirling portal opens up on the bridge of the ship with Nova being unceremoniously dumped out of it.

"I could've taken the elevator up, you know?" Nova said while giving Peter an annoyed look. Peter is waving around his arms in slight panic, and then makes the shush symbol over his mouth with his index finger at Nova. Nova blinks in realization, and nods back to Peter. "Peter, is there someone in the room with you dear?" Peter inwardly groans, and pinches the bridge of his nose with his gloved fingers.

Nova gets up from her spot on the bridge floor, and walks over to Peter with a smile on her lips. "Ah...yeah, Aunt May. I'm currently on an assignment out of the country, and I have a partner who is traveling along with me." Peter breathes a sigh of relief when he sees May nodding from within the viewing sphere. "Oh, I see. How long will you be away from home, Peter?" Peter takes on a thinking pose, and rubs his chin. "That's why I called Aunt May, I wanted to make sure you were doing okay, because I'm not sure how long I'll be away." Peter watches May's expression change to a sad one, and Peter feels like he just kicked over a box full of kittens.

Peter blinks in surprise, when Nova takes off his headset, and puts it on over her own head. "Hi, Ma'am. My name is Frankie Raye, I'm Pete's partner for this trip. You don't have to worry about a thing! I'll make sure he doesn't get into trouble while he's here!" Peter is scrambling to take back the headset, and Nova flies up out of reach sticking her tongue out at him playfully.

"Thank you, Frankie dear. Please look after him. My Peter is a smart boy, but he has a knack for getting in over his head at times." Nova stifles a giggle with her golden right hand before it can escape her lips. Frankie feels a tapping on her shoulder, and turns her head to see Spider-Man using his wall-crawling ability to stick to the ceiling of the bridge next to her location. Peter mouths silently *hand it over* to Nova, who reluctantly takes off the headset, and gives it back to him.

"I'm back, Aunt May. My partner, and I have to leave to start our assignment now...but I'll call you back as soon as I can. Take care, Aunt May." Peter leaps off the ceiling of the bridge, and flips in mid-air to land soundlessly back into his Captain's chair. "I love you, Peter. Please, be careful."

Peter pulls down his mask, and smiles. "Always, Aunt May. Bye!"

"Bye, Peter." Spider-Man pushes a button on the side of his headset to close the line, and wills the viewing sphere away with the yellow reality gem on his gauntlet. Peter let out a breath he didn't know he was holding in, and slumps down a little in his Captain's chair. Nova still hovering in the air is giggling softly, and Peter stares up at her with a betrayed look under his mask.

"What? I thought it was cute how much she worries about you." Nova said to Peter with her hands resting on her golden hips. "I take it she doesn't know about your web-swinging alter ego?" Peter shakes his head in the negative. "No, and I want to keep it that way. You said it yourself, she worries enough about me when I'm in my civvies. If she found out I'm Spider-Man, she'd have a heart attack. I lost my Uncle, and I don't want to lose the only family I've got left." Nova nods over to Peter, and flies down and puts a comforting hand on his costumed shoulder.

"I understand, and hey...at least she knows you've got me to keep you in line." Nova winks at Peter getting him to chuckle. "Whatever would I do without you, First Officer Nova?" Peter says dramatically holding his two hands over the spider emblem on his chest. Nova shakes her head, and taps Peter lightly on the end of his masked nose with her index finger. "You're lucky you don't have to find out, at least until my boss gets a case of the midnight munchies."

Nova blinks, and snaps her fingers. "That reminds me. I was coming up to the bridge anyway to tell you that Nebula is refusing to eat anything, and Terraxia is acting strange." Peter nods, and moves out of his chair, and stretches his arms over his head. "A Captain's work is never done. You go on ahead to the detention area, I'll be down in a sec. There's something I need to do first."

Nova gives Peter a confused look, but nods her head and heads for the elevator. Once the elevator's automatic door shuts, Peter lowers himself down to the floor, and moves into the lotus position. All of the Infinity gems are now glowing, and their light fills the bridge area as Peter shuts his eyes under his mask to concentrate.

Peter hears a blood-curdling scream, and a being that was invisible before starts to take shape before Spider-Man. "A-A-A-A-G-G-H-H-H! THE LIGHT, IT BURNS!" When the figure fully emerges. chains made of pure light wrap around it tightly, causing more screams of agony to be heard throughout the bridge. Peter opens his eyes under his mask, and frowns when he recognizes his unwanted guest on the ship. "Mephisto, my least favorite extra-dimensional bogeyman. I was wondering where you slinked off to when Nebula, and Thanos started fighting."

Mephisto is six foot six inches tall with black hair, and red skin with pointed ears and white pupilless eyes. He is wearing a red costume with a matching high collared cape. Mephisho is gnashing his fang-like teeth together in anger, and is writhing in the light chains sneering over in Peter's direction. Mephisto quickly changes his expression to surprise, and smirks.

"Why, Peter! *agnn* You wound me! I was merely doing my part to *grrnn* make sure Thanos didn't destroy all life everywhere! Can you imagine how boring it would be *aaaar* for a demon of my caliber to have no one to torment? Such a boring existence would almost bring a tear to my eye!" Mephisto keeps trying to break free, only for the chains of light to grow in intensity, causing more screams from the extra-dimensional demon. "Could you possibly loosen these chains a smidge? All this _pure_ light is *ggnnra* making me chafe in uncomfortable places." Peter walks up to Mephisto, and the red power gem glows brighter than the others on Peter's gauntlet.

"Peter, I can sense that you're a bit upset with me, but..." Mephisto began, but was interrupted by Peter's gloved fist punching him in the jaw, dislocating it in several places and sent him careening into the bulkhead of the bridge making a human-sized dent into it. "You think I couldn't hear you whispering in my ear, Mephisto?" Peter yanks the prone form of Mephisto out of the bulkhead with authority, and lifts him up to stare into the narrowing lenses of Peter's mask. Mephisto spits out several fanged teeth that quickly grow back, and his jaw is now fully healed, because of his regenerative healing factor. "You wanted me to kill my friends...my family in horrific ways! My Aunt May!" Spider-Man wills the Infinity Gems to create more pure light chains around Mephisto, causing the demon to shout in severe pain.

"These new light chains will slow down your body's regenerative healing factor. How does it feel, demon? Not so fun now, is it?!" Peter's answer was a loud cackling laughter from Mephisto.

"HA-HAH-HA-HA! H-h-hoo! Peter, Peter, Peter~! Quite the contrary, you're more fun with _that_ on your hand than you *grnnaa* ever were before! Bearer of Infinity, you're overreacting about that old bat, May Parker. So what if I told you to peel her skin off slowly? She's at Death's door anyway!" Mephisto grins darkly at Peter, who cocks his gloved fist back to hit the demon again.

They are both surprised when a dark shadow appears within the Arachnia's bridge, and takes the form of Mistress Death, "Well~! Speak of the devil. Welcome to our little tea party, Mistress. I'd offer you a seat *grgnnaa* ...but, I'm currently at the Bearer's _tender_ mercy." Death looks upon Mephisto, and Peter can see a small shudder from the demon. "Surely you misheard me, Mistress. I would never advise Thanos to *ngggh* kill you with the gems power!" Death points a bony finger at Mephisto, and he shakes his head repeatedly. "It was merely a test! To test his love for you, my lady!" Death motions her hand to give Mephisto a bony thumbs down.

Mephisto pales at this, and looks over to Spider-Man, who is using his holographic view screens and typing in co-ordinates. "What are you doing over there?" Peter turns around, and lifts up the bottom of his mask to smirk at Mephisto. "Calculating the distance, and trajectory to the nearest black hole." Spider-Man wills the gems on his gauntlet to create a torpedo tube in the center of the bridge, and encases Mephisto with the light chains in a coffin made of pure light.

"Peter, my boy~! Why, this is positively diabolical! I knew you had it in you. I must *grrra-a* introduce you to my daughter sometime. You'd hit it off right away! Maybe you could even think of me as your *nnnarrgh* _father-in-law_." Mephisto grins as Peter closes the light casket on Mephisto fully earning loud laughter from the demon inside. "You need me for what is to come, Peter! When the time comes, seek out Mephista...she'll know where to find me! Until then, Bearer~! Until T-t-t-h-h-e-e-e-n-n-n~!" Mephisto's voice is muffled when Peter loads the casket into the torpedo tube, and fires the light casket into the depths of space. The casket-turned torpedo travels at tremendous speed towards the nearest black hole.

Peter starts rubbing his costumed arms with his gloved hands to get rid of the goosebumps. "That is one of the only creatures I've ever fought that makes my skin crawl! I'm in a serious need of a shower now to wash off the crazy that thing exudes. First though, I've got to go check on my two model prisoners down in the detention level." Peter glances over at Death still standing in her original location. "Want to come with me, Death?" Peter waits for a moment, and Death's ethereal form moves alongside Peter's as he walks into the opening for the elevator to the lower levels.

"I hope you're joining me for the checking, and not the showering part." Peter quipped over to Death, and an almost imperceptible smile formed on Death's face before the elevator door closed in front of them.

 _ **Back On Earth - The Sanctum Sanctorum of Doctor Strange**_

"Wong, I will need an incantation from the Book of the Vishanti to prevent Nightmare's emergence into our dimension." Doctor Strange Earth's current Sorcerer Supreme said to his friend, and servant Wong while using his cloak of levitation, and seated in the lotus position reaching for a book on a large shelf in his study. "I believe this is the incantation that you are looking for, Stephen." Wong said, and holds up a thick book opened to a specific page. Stephen looks over the writing on the page, and takes the book from Wong's hands to examine the page further.

"Yes, this is what I've been searching for! Thank you, Wong." Stephen nods down to Wong, who bows his head politely back to his friend. Stephen, and Wong are both on alert when they feel foreign magical energies converging into a dimensional doorway.

Doctor Strange places the book down on the table in his study, and marshals his forces for a battle. Wong takes up a martial arts stance, and nods over to Stephen.

"Be ready for anything, my friend!" Stephen states with conviction in his voice as he prepares an incantation with his gloved hands now glowing red. "I am prepared, Stephen." Wong answers while focusing on the completed dimensional doorway. A silhouette starts appearing within the doorway, and a familiar face greets the two surprised sorcerers. Doctor Strange's former pupil, and lover Clea emerges from the dimensional doorway.

"S-Stephen, you're here...you've got..to..." Clea's body starts to sway, and it looks like she will fall until Stephen flies over to her, and catches her in his arms. "Clea! Speak to me! Are you hurt?!" Stephen lightly shakes Clea's shoulders with his hands, and Clea weakly opens her blue eyes.

"Bearer...Infinity, my mother...and Dormammu...want..." Doctor Strange lifts Clea into his arms bridal style, and walks out of the study, followed closely by Wong. Stephen enters his private bed chambers, with Wong and places Clea gently onto his king-size bed, and covers her with a blanket at the foot of the bed. "S-Stephen..." Doctor Strange shakes his head at Clea, and leans down to kiss her softly on the forehead. "Clea, traveling from the Dark Dimension to this one has left you exhausted. You need to rest. We will talk more, once you've regained your strength."

Clea closes her eyes, and falls into a deep sleep. Stephen smiles down at Clea, and caresses the left side of her face with a gloved hand. "Rest well, my love." Stephen looks over to Wong. "Please look after her for me, my friend." Wong takes a seat in a chair close to Clea's bedside, and watches her sleep. "Of course, Stephen." Wong looks up at Stephen. "Do you know what Clea was talking about?" Doctor Strange nods to Wong with a serious expression on his face.

"Clea told me all that I needed to know! Let me know the minute that Clea wakes! I'll be in the Chamber of Shadows...I must locate Spider-Man!" With that said, Doctor Strange left the room to complete his newly appointed mission.

 _ **Author's Note: Chapter 5 Complete! Thanks for reading, and let me know what you thought of the chapter in a review! :) I hope to see you in chapter 6 of 'Infinite Responsibility'! :D**_


	6. Chapter 6

_**Disclaimer: I don't own Spider-Man. Spider-Man, and all related Marvel characters are owned by Marvel Entertainment.**_

 _ **Chapter 6 - Friend, Or Foe**_

 _ **Earth- Funtime, Inc. Facility - Base of the Illuminati**_

An armored figure could be seen emerging from a glowing doorway, and making his way to the center of the dimly lit room towards a circular computer terminal with holographic monitors all around it. A red light emanated from the terminal, and began scanning the new arrival. The armored figure stood still, and allowed the scan to continue unabated.

 _ **"Scanning - Identity: Confirmed. Stark, Tony. Welcome back, Sir. The others have yet to arrive."**_ The artificial A.I. responded to Iron Man, who nodded his armored head in response. Iron Man walked over to the computer terminal, and started typing out data into the computer's systems. A three dimensional image appeared on one of the computer monitors taking the form of a man. Iron Man glances over at the image, and shakes his head in slight disbelief.

 **"Thanks, JARVIS. I actually got her before everyone else...that's a first for me."** The synthesized voice of Iron Man stated to his artificial A.I. JARVIS with an amused chuckle. Tony continues to analyze the information he's getting from the screen in front of him. An access port opens up on the left arm of his gold, and red armor. **"JARVIS, I'm uploading the files from my armor's systems. Several video files of our battle with Thanos are damaged. Let's see if we can recover them. I want to know what happened during that lost time."** Iron Man lowers his armored arm, and a wire with a port connection at the end snakes it's way out to interface with JARVIS inside the computer terminal.

JARVIS nods his head from within the computer monitor, and data streams could be seen behind his computer generated body. _**"Very good, Sir. Beginning repair sequence: Twenty-five percent complete...Fifty percent...Seventy-five percent...Oh, dear."**_ Tony raised a dark eyebrow at Jarvis, when he stopped suddenly, and Tony could've swore that he saw the A.I. flinch slightly. _**"Are you certain you wish to see this, Sir? The images are rather disturbing."**_ Iron Man nods back at JARVIS, and waves his other armored hand dismissively at the image of the A.I. on the monitor screen.

 **"Don't mother me, JARVIS. Display repaired files 90824 through to 90852, Now."** Tony ordered JARVIS in a 'don't argue with me' tone of voice. JARVIS let out a sigh, and began sending the video feed directly to the monitor in front of Iron Man. Tony gasped in horror when the video shows his friends, teammates, and allies lying dead at Thanos' feet. He watches through his armor's video feed, as he begins to fight Thano's creation Terraxia, only for her to decapitate him, and then juggles his armored severed head in her hands. Tony subconsciously rubs his armored neck with his free hand, and winces underneath his helmet.

 **"Nice. Thanos' mail-order bride kills me, and tosses my head around like a rubber ball. This is a memory for the old recycle bin."** Tony mumbles under his breath to himself, and continues to watch in morbid fascination, as Terraxia throws his head away without a care. The feed shows his armored head rolling along the floor of Thano's citadel, and finally stopped to show Terraxia walking over to drape her arms around a disinterested Thanos. On the other side of Thanos is the demon Mephisto leaning over to whisper in the mad Titan's ear with a wicked grin.

Iron Man started to rub his armored chin with his free hand, and began to put two, and two together. _**"So, it was Mephisto who manipulated Thanos into bringing everyone back from the dead. The demon thinks of us as mere playthings for his amusement, and if all his toys are broken, then he can't play with them..."**_ Tony is brought out of his thoughts when he hears JARVIS making a sound like clearing it's throat. **"What is it, Jarvis?"** Iron Man asked with most of his attention being on the visuals being displayed on the monitor.

 _ **"I apologize for interrupting your brooding, Sir...but some of your guests are now in transit, and due to arrive at any moment."**_ Tony rolled his eyes under his red, and gold helmet at his A.I.'s comment. Iron Man started typing fast on the computer terminal, and then instructed JARVIS with a commanding tone.

 **"JARVIS, give these files maximum encryption...delta-six-one priority clearance only. Upload to my private server at Stark Tower, execute!"** JARVIS nods back to Tony as his armor systems show the upload commencing.

 _ **"Acknowledged. Delta-six-one priority: Confirmed. Upload: Complete."**_ Tony sighed in relief, and turned his head to where four other glowing doorways appeared in the room. JARVIS immediately begins scanning them to confirm their identities. The red beam scans an older bald Caucasian man wearing a light green business suit with a white shirt, and dark blue tie. He is sitting in a high tech hover chair that is moving towards Iron Man's location. _**"Professor Charles Xavier - alias Professor X: Identity verified."**_

The next person to be scanned is tapping his winged left foot with growing impatience while waiting for the scanning process to complete. _**"Namor - King of Altantis: Identity verified."**_ Namor's right eye began twitching when he noticed Xavier floating past him in his hover chair with a small grin on his face. The next two individuals arrived at the same time, and looked sideways at each other. and nodded in greeting.

 _ **"Blackagar Boltagon- alias Black Bolt: King of the Inhumans. Identity: Confirmed.**_ " The silent King strode with purpose to the others gathered in the center of the room, and nodded in greeting to them with particle energy crackling from the metallic, fork-shaped antenna on his masked forehead.

 _ **"Reed Richards- alias Mr. Fantastic. Identity verified. Welcome gentlemen."**_ JARVIS greeted to all the newcomers. Reed hummed in greeting absentmindedly, and reached for a circular device on his belt, and placed it over his right ear. The device shifted, and created an orange colored visor over Mister Fantastic's eyes. He then took another portable device out of his belt, and silently began making calculations on it while walking towards the others.

Iron Man looked around at the gathered members of the Illuminati, and notices that one of their number is missing. **"Have any of you seen Stephen? I sent out the message to meet up after the Avengers meeting was over. By the way, good job quitting the team, Namor. Now I'm the only member in the Avengers to keep an eye on things...what were you thinking, were you even thinking?!"** Namor gave Tony the stink eye, and folds his arms over his bare chest, and sneers at Iron Man. Reed, Xavier, and Black Bolt all shake their heads knowing what will come next.

"I don't take orders from you, Stark. This alliance between us is mutually beneficial...as long as my Kingdom's safety is assured! What does it matter if there is one less of us to monitor the Avenger's activities? I am the sovereign ruler of Atlantis, and I answer to no one!" Namor gets right up in Tony's armored face, and Iron Man holds up his left hand, with a repulsor ray starting to charge.

 **"Let's keep this civil,** _ **your majesty.**_ **I just had the tech in this room upgraded, and I don't want to explain to Pepper about another anomaly in Stark Industries yearly expense report."** Iron Man's repulsor energy in his metallic palm is glowing brighter, and Namor's eyes narrowed in anticipation for a fight. Black Bolt stepped in between them, and pushed them away from each other with a grim look on his face, and the particle energy growing stronger around his form.

Words began to form on the orange visor screen worn by Reed Richards. "Black Bolt says to cease this foolishness, and please get to the point of our being here." Black Bolt nods in the affirmative, and stares at Tony waiting for a response. Iron Man powers down his repulsor, and lowers his armored hand. Namor scoffs at Tony, but a look from Black Bolt puts him in his place.

 _"What did I miss?"_ The voice from above surprises the group of five, and they all look up to see the astral form of Doctor Strange floating down to floor level. Iron Man is the first to approach the Sorcerer Supreme, and has a questioning look on underneath his helmet.

 **"Hey, Stephen. Nice of you to show. Usually I'm the one that's fashionably late."** Doctor Strange nods in greeting to Iron Man, and the other members of the Illuminati. **"Why come in your astral form though...is something wrong?"** Stephen looks around at the others, and then back to Tony with some uneasiness in his voice.

"You must understand that there are other matters that require my more immediate attention." Tony felt that Stephen was hiding something, but decided to put this mystery on the back burner until their meeting is over.

 **"The life of a Sorcerer Supreme is never a dull one, I guess. Well, onto business. Reed, were there any adverse side effects to Ben from the transformation ability he gained from Spider-Man using the power of the Infinity gems on him?"** Iron Man saw Reed shaking his head in the negative, and tapped some buttons on his portable device. The large 3D monitor screens show an image of the Thing, and energy readouts from his body's nervous system, and other vital statistics.

"I've run thorough scans on Ben, and there have been no changes in the level of cosmic energy coursing in his system. Autonomic responses are at optimum levels, and the transformation ability doesn't strain, or damage his internal organs, and muscle tissue. I did discover an interesting benefit of the transformation when Ben's human form was threatened." Reed pressed a button on one of the monitor screens, and it showed the flying form of the Human Torch firing a fireball from his left hand at the Thing just before he started to change into his human form.

The Torch had a horrified look on his face, but before he could call out a warning to Ben Grimm, he had transformed back into the Thing without him being aware that he was in any danger. When the fireball hit Thing, they all watch as he grabs a large sofa from the living room, and growls at the Torch swinging it at the laughing Johnny Storm like a baseball bat.

The other members of the Illuminati chuckle lightheartedly at the scene, except for Namor who stares with a blank expression at the screen. Black Bolt smiles warmly at their brotherly bond. Reed clears his throat to re-gain everyone's attention. "I believe this is a fail-safe measure added by Spider-Man to prevent Ben's human form from coming to any harm. With Ben's permission, I tested his new ability with different stimuli, and the tests show conclusively that only dangerous threats trigger his instinctual transformation." Reed tapped several buttons on 3D holographic screen, and turned back to the other Illuminati members to see if they had any questions.

Namor didn't look impressed in the slightest, and quickly made his opinion known to everyone. "One good deed done by the Web-Spinner doesn't mean that he won't become a threat to the universe in the future! He now has the power to do anything he wishes! That is too much power for any man...even a Spider-Man!" Iron Man felt like banging his armored head on a nearby table, and the looks the others were giving to Namor told him that they felt the same way.

Professor Xavier held up his hand to stop Namor from continuing his tirade. Black Bolt, and Doctor Strange gave Namor time to cool off, but sent him stern looks to tell him that he made his point. Xavier smiled in thanks to Black Bolt, and Stephen and began to speak. "There is some validity in making sure that the Gauntlet doesn't fall into evil hands. Spider-Man is a noble soul, and I trust that he has only the best of intentions...but the cosmic forces at large who will want this power for their own may be too much for him to handle alone." Doctor Strange nodded his head at Xavier in agreement, and Iron Man decided to add something to the conversation.

 **"I've got some news that some might see as good, or bad news. I was talking to Adam Warlock on sub-space before getting here, and he's decided to form a team to keep track of Spider-Man's whereabouts, and to relieve him of the Gauntlet if the opportunity presents itself. He's calling the team Infinity Watch."** The other Illuminati members were less than pleased with this news, except for Namor who showed obvious interest in hearing more. Tony stares over at Namor, and sighs deeply before continuing. **"He also wanted me to spread the word, in case any of the Avengers want to join up."**

Namor was about to say something, but Iron Man interjected before he could begin. **"Listen, Namor...I don't know what started this grudge you have with Spider-Man, but it ends now! Our main goal is to keep the Infinity Gems out of the reach of Doom, Thanos, and whoever else has less than good intentions planned. Spider-Man isn't my first choice for having this kind of power...heck he isn't even my twentieth pick, but he's all we've got right now!"** Iron Man folds his armored arms over his chest, and the eye lenses on his helmet glowed white in response to Namor's posturing. Reed paid little attention to Namor when he began to argue with Iron Man, and returned to his calculations on his portable device. Reed looked up for a second, and shook his head. He was unfortunately getting used to Namor's bluster, and arrogant nature.

Professor Xavier was also lost in his own thoughts regarding Adam Warlock's team hunting for Spider-Man. _"The news of Ben Grimm's good fortune has spread quickly among the superhuman community...several of my own students wish to speak with Spider-Man about issues with their own mutant gifts. Cyclops, and Rogue made requests to me to try and contact Spider-Man telepathically to ask for his help. This however will open up a Pandora's box for mutants seeking a 'cure'. Storm has been given similar requests from some of the Morlocks to ask for Spider-Man's aid. I must consider the ramifications of this carefully before acting on their behalf."_ Professor Xavier stopped his train of thought when he saw Namor leaving through the transit doorway back to his home in Atlantis. Xavier glances up from staring down at his closed hands on his hover chair to an exasperated Iron Man.

Xavier takes a moment to read Tony's surface thoughts, and he is quickly brought up to speed on the situation. "Isn't this a risky move having the Sub-Mariner joining Adam Warlock's group, Iron Man? I don't need to be a mind-reader to tell that he has his own agenda." Reed hummed in agreement, and the silent Black Bolt only nods his head to show his opinion. Tony has a faux hurt look on underneath his helmet, and goes back to his terminal to type in some new data into the system.

 **"Is anyone else missing T'Challa on the team? Why did we want Namor here again? Never mind. The reason why I gave in so quickly is because I wanted Namor to THINK he was the only plant on Warlock's team. I'm going to have someone else joining the team with Namor, and her particular power-set is ideal for keeping his royal snootiness in line, and lulling the other members into trusting her quickly."** Iron Man held up a armored hand to stop anyone from talking in the background. **"I'm giving her a call about the details. Hope she isn't in the middle of anything too important."**

 _ **Earth- New York: Manhattan Skyline**_

 _"The Shocker, Rhino, Vulture, and the Scorpion all in one week! How did you do it, Peter?"_ Were the thoughts of a female figure flying high above the New York city streets. She gracefully flew, and maneuvered around the tall skyscrapers keeping an eye out down below for any criminal activity. _"I'd be in over my head if Carol wasn't helping me out...bless her big military heart."_ She started to descend a little to fly closer to street level, and she passed by a large office building with glass windows. A lone male clerk was staring at her with wide eyes, and dropped his large stack of file he was carrying. She decided to have a little fun with the clerk, and waved at him before flying away. The clerk quickly ran to the window, and pressed his face to the glass of the window to watch her leave.

 _"Come on, Peter...how long are you going to be gone? It's been more than a week, and you haven't come back once! You've got infinite power, and you can't take a second to call to let me know your okay? *sigh* I'm probably overthinking this, plus the lack of a good-night's sleep is making me cranky."_ She then heard her Avengers I.D. card making a pulsing sound in the pocket on her costume, so she soared over to the nearest rooftop, and landed with her yellow boots hitting the roof without a sound. She reached into her right pocket near her waist line, and pulled out the still pulsing I.D. Card. She used her thumb to click the hidden button on the card to answer it.

 _"Hey Jessica. I didn't catch you at a bad time, did I?"_ Jessica Drew aka. Spider-Woman saw the face of Tony Stark in his Iron Man armor on the small screen of the card.

She rolled her eyes under the yellow lenses of her mask, when she noticed Tony looking back, and forth at her surroundings. Jessica places her other gloved hand on her hip, and sighed at Tony's exuberant look. "Hi, Tony...and no, Carol isn't with me. How many times do I have to tell you, we're just friends...no benefits!" Tony smirked at Jessica over the comm-line, and coughed something that sounded like *denial*. Jessica laughed, and shook her head, and her long black hair swayed from side to side. "Keep dreaming, Shell-Head." Was Jessica's answer to Tony's remark, and his smirk fell a little.

"Since we're having a casual conversation, I'm guessing this call doesn't involve an Avengers Priority One alert?" Iron Man shook his head, and Jessica let out a relieved breath of air. "Tony, you wouldn't believe what Spidey has to go through in the run of a week. It makes Hydra boot-camp look like a Sunday picnic." Jessica pouted slightly when she heard Tony snicker over the comm-line.

 _"*Ahem* Y-yes, Jessica...we all appreciate your efforts along with Carol to keep Spider-Man's Rogues in check. Speaking of which, I have a mission for you that you won't want to refuse! It involves the retrieval of a certain wayward Wall-Crawler."_ Jessica gave Tony a thousand watt smile, and nodded her head to Iron Man immediately after Spider-Man was mentioned.

"I'm in! Can you give me the specifics over the line, or do you want to do it in person?" Tony had a thoughtful look on his face for a moment on the small screen, and a holographic map of the city was projected by Jessica's I.D. Card. The map showed Jessica a route through the city to take, and where the meet-up will take place.

 _"Meet me at this location, and I'll give you all the details that you're going to need. Now for a bit of bad news. You're going to be working with *thesubvvomarniner*."_ Tony mumbled the last part lowly, and Jessica gave him a confused look over the comm-line.

"What was that, Tony? Your voice came out all garbled." Jessica heard Iron Man sigh deeply over the line, and had a defeated look on his face.

 _"I said that you'll be working alongside Namor."_

Spider-Woman groans, and starts rubbing her masked forehead with her thumb, and index finger to stave off an oncoming headache.

"Why do you hate me, Tony?"

 _ **Author's Note: Chapter 6 Complete! Thanks for reading, and let me know what you thought of the chapter in a review! I hope to see again in chapter 7 of 'Infinite Responsibility'!**_


End file.
